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Bank of America Corporation (NYSE:BAC)

Q3 2008 Earnings Call

October 6, 2008 5:00 pm ET

Executives

Kevin Stitt – Investor Relations

Kenneth D. Lewis – Chairman, President and Chief Executive Officer

Joe L. Price – Chief Financial Officer

Analysts

Matthew D. O’Connor - UBS (US)

Meredith A. Whitney - Oppenheimer & Co.

Michael L. Mayo - Deutsche Bank North America

Betsy Graseck - Morgan Stanley

Brian Foran - Goldman Sachs & Co.

David Hilder - Putnam Investments

Nancy Bush - NAB Research, LLC

Jason Goldberg - Barclays Capital

Operator

Welcome to today’s program. (Operator Instructions) It is now my pleasure to turn the conference over to Kevin Stitt.

Kevin Stitt

This is Kevin Stitt, Bank of America Investor Relations. Before Ken Lewis and Joe Price begin their comments, let me remind you that this presentation does contain some forward-looking statements regarding both our financial condition and financial results. These statements involve certain risks that may cause actual results in the future to be different from our current expectations.

These factors include among other things, changes in economic conditions, changes in interest rates, competitive pressures within the financial services industry and legislative or regulatory requirements that may affect our businesses. For additional factors please see or press release and SEC documents. With that, let me turn it over to Ken Lewis.

Kenneth D. Lewis

Thanks for joining our conference call on such short notice. We have several items to discuss today. To say the least, these are turbulent times for the banking industry with events unfolding on a daily basis that are breathtaking both as to the speed of occurrence and unprecedented in the impact on both the markets and the economy. But, at the same time, the banking industry is evolving as much as we thought it would a couple of years ago.

With greater clarity than we had before, we are experiencing a consolidation in the industry that is producing less than a handful of large banks at the top, fewer banks in the middle and thousands of smaller banks at the bottom. With the announced acquisition of Merrill Lynch, Bank of America will be one of just a few banks that early next year will hold collectively more than 30% of the deposits in the US, along with extremely strong positions in commercial banking, investment banking and asset management.

With our size, scale and strong market share, Bank of America is positioned to benefit as the economy stabilizes and starts to recover. However, over the next several months and in to 2009, we expect that continued market turbulence and economic uncertainty will produce less than normal earnings but also require that we be willing and able to provide liquidity and support to commercial and retail customers.

That customer support in the near term will benefit us greatly in the longer term. Consequently, we think the prudent decision is to strengthen our capital position now rather than taking the risk of being exposed to any number of uncertainties in the US and global markets. Congress’ passage of the financial plan, as well as other programs put in place is a good start in stabilizing the credit markets and injecting liquidity in to the system.

However, we believe it will take time before substantial benefits receive and increase liquidity, reduce market volatility or improve investor sentiment. Therefore we believe it is in the best interest of the shareholder to get our Tier-1 capital ratio to our targeted goal of 8% and improve our other capital ratios. In addition, at least in the short term, we believe that it is wise to position our dividend to better match our reduced earnings performance.

Accordingly, we’re reducing the quarterly dividend by 50% to $0.32 per share. We have announced that we intend to raise $10 billion of common stock in an offering. Today’s actions will result in a Tier-1 ratio on a pro forma basis, including Merrill Lynch to be around 8%, our target. Additional capital will insure we can handle the economic scenario we face, continue to be a source of liquidity to our customers and still take advantage of opportunities to grow our market share.

Given reported earnings for the third quarter and an economic outlook that shows a weaker economy going in to 2009, we view paying a lower dividend as prudent capital management. While it is tough for me to announce the dividend cut, I see it as taking one step backwards in order to take two steps forward. While I won’t call the dividend cut temporary, I will say that once our earnings return to more normalized levels, I’ll be the first one to ask our board for a dividend review. Our history of paying dividends is impressive and I look forward to the day our dividend can get back in line with where it has been.

Earnings for the third quarter of $1.18 billion or $0.15 per diluted share were disappointing. But, we’re talking about earnings, not losses. Good performance in several of our businesses was offset by market turbulence, losses related to several one-time events and continued high credit costs. Although it is difficult to focus on what is going right at this time, we ask that you as investors recognize how well several of our businesses are performing.

We are seeing impressive execution in consumer banking as well as momentum in commercial banking both in lending and in treasury management. Offsetting much of this success was several events related to the market turbulence. These events including losses associated with exposure to Fannie and Freddie, support of the Columbia Cash Funds, a challenging trading environment, additional negative marks on certain balance sheet positions and potential losses related to our auction rate security settlement.

In addition, the economy weakened materially from the second quarter as evidenced by rising unemployment, bankruptcies and continuing home price decline. This weakening drove an increase in expected credit costs, causing us to substantially add, once again, to our allowance for loan losses which now exceeds $20 billion. In light of our outlook for the rest of this year and 2009, the dividend and capital actions better insolate us from problems that may occur.

These actions allow us to be positioned for business as usual and for growth opportunities at the expense of others. With these comments, let’s go over the numbers. I’ll spend a few moments discussing third quarter earnings, focusing many of the highlights across the company with some specific comments for individual businesses. Then Joe, will delve a bit deeper in to certain issues such as capital markets, credit quality, capital and Countrywide.

In the third quarter, as I mentioned, net income was $1.2 billion or $704 million of dollars available to common share holders or $0.15 per diluted share including the impact of merger and restructuring charges of $0.04. Total revenue for the third quarter was $19.9 billion on an FTE basis, down approximately 15% from the second quarter excluding Countrywide, but up approximately 5% from the third quarter a year ago.

Consumer and commercial client flows remain relatively strong throughout the quarter in most of our businesses even with the continued turmoil in the housing markets. Net interest income rose 4% from the second quarter excluding Countrywide while non-interest income decreased 36%. Driving much of the decrease in non-interest income was the impact of continued market disruption and trading account profits, equity investment income and other income.

Non-interest expense was flat with the second quarter excluding Countrywide. Provisioning stance of approximately $6.5 billion increased by $620 million from the second quarter while net charge off rose $737 million to $4.4 billion. The increase in reserves of approximately $2 billion brings the allowance for loan and lease losses above $20 billion, as I mentioned, to almost 2% of our loan and lease portfolio.

Credit costs remain at high levels reflecting weaker housing markets and an increasingly slowing economy particularly in geographic regions that have experienced significant home price declines. This weakening which was exacerbated by recent increases in unemployment and bankruptcies resulting in additional credit deterioration across many of our portfolios. Excluding the addition of Countrywide, core deposits at period end versus the second quarter increased approximately 4% or almost $27 billion, $21 billion of retail deposits and almost $6 billion of commercial.

We believe the retail growth is a multiple of the overall market. We also believe this is being driven by a flight to safety that is producing faster than normal organic growth in retail and commercial customers. During the quarter net new checking and savings accounts were $1.8 million which was an increase of 44% from second quarter results. After adjusting for the sale of prime brokerage in the quarter which are representative of about $9 billion of loans, commercial lending, excluding small business increased $5 billion, a portion of which we believe is related to recent disruptions in the credit markets and is a combination of new business and draw downs.

Countrywide contributed an estimated $259 million in net income, excluding $72 million in merger related charges. Given the 107 million shares issued for Countrywide, the earnings are clearly accretive to the overall earnings. In addition to earnings and integration efforts with Countrywide, credit quality and actual savings were all generally in line with our previously disclosed expectations.

You may have seen our announcement this morning with various State Attorney Generals to create a home retention program to modify several mortgages with interest rate and principal reductions for Countrywide customers. That loan modification program is in line with our expectations so there is no impact on our purchase account adjustments. Unfortunately, given our early earnings release, we don’t yet have the detailed P&Ls for individual businesses which we will issue later this month.

Before I turn it over to Joe, let me make a couple of comments about our thinking given the current environment, some of which references my earlier comments. Our economic expectations project minimal, if any GDP growth for the remainder of 2008 as any stimulus actions in the short term will be more than offset by the strong economy. This expectation combined with current market conditions including housing, unemployment and restricted credit supports our view that the economy is moving to a more recessionary environment.

Unemployment weakness is expected to continue in to and through a good part of 2009 with the possibility of unemployment rising above 7%. Consequently, credit quality will continue to be an issue over the next several quarters with provisions and charge offs remaining at elevated levels and perhaps not peaking until well in to 2009. We see commercial credit deteriorating but not expected to rise above the levels seen in the last two cycles.

Shifting gears, we closed the acquisition of Countrywide on July 1st and continue to see that investment as being economically attractive in the long term and in the short term as well. Our Tier-1 capital ratio is estimated to be 7.50% at quarter end, down from 8.25% at June 30 due o the addition of Countrywide. Given the dividend reduction and capital raise, we believe that Tier-1 levels, including Merrill Lynch on a pro forma basis will be around that target.

Given our current economic outlook, we believe most of our core businesses will drive earnings for the remainder of the year and in to next year, along with a continued tight grip on expense levels across the company. Most importantly, we remain committed to serving our customers and clients while driving profitability during these tougher times and we believe our capital actions will enhance that capability.

With that, I’ll turn it over to Joe to expand a bit more on the quarter as well as on some of the points I referenced.

Joe L. Price

Let me begin my elaborating a bit more on third quarter results before turning to credit quality, capital and Countrywide. Turning to GCIB and more specifically capital markets and advisory services, results this quarter were materially impacted by market events. Investment banking fees across the corporation were down 32% from the second quarter to $474 million as market activities slowed given widening spreads and the lack of deal flow.

Total revenue and [CMass] excluding investment banking fees or what we call sales and trading was a loss of approximately $242 million versus a positive $1.2 billion in the second quarter. Now, we would characterize market disruption charges this quarter as approximately $1.8 billion. These charges continued to be centered in CDO related write downs as well as a couple of other areas.

Now, let me start with leverage lending where we ended the quarter with exposure of $6.6 billion. That was comprised of $2.3 billion unfunded and $4.3 billion funded and was down $3.7 billion from June 30th. The reduction since the end of June was driven by cash sales consistent with the previous quarters meaning no transfers to the accrual book. The unfunded portion generally represents new business at market terms.

During the quarter we wrote down an additional $145 million versus $503 million in the first half of this year as pricing continued to erode a bit during the quarter due to market volatility. Importantly legacy or pre-disruption exposure totaled $4.2 billion at September 30th, all of which was funded and that reflects a reduction of about $2.4 billion from the end of June. Now for perspective total leveraged exposure at September 30, 2007 the beginning of this disruption was over $32 billion.

Now, in the commercial mortgage backed securities side of CMBS side, we ended the quarter with $8.2 billion in exposure of which $7.5 was funded. As I mentioned last quarter, approximately 80% is comprised of larger ticket floating rate debt, most of which was acquisition related. This floating rate debt was written down approximately $145 million this quarter. Now, this exposure was reduced by a little over a billion dollars this quarter based on the sales that we had.

As we said before, this product is difficult to hedge as compared to the remaining $1.7 billion of exposure which is primarily fixed rate conduit paper. In a related matter, we recorded $34 million of losses associated with equity investments we made in acquisition related financing transactions. Now, there were several other legacy books where we continued to record losses but to a lesser extent compared to prior quarters given the reduced risk levels.

Finally, in the supplemental package you can see our CDO and subprime related exposure along with the changes during the quarter where we recorded losses of $952 million. The losses were largely comprised of approximately $725 million of super senior CDO write downs and a charge of approximately $225 million to reflect the counterparty risk associated with our insured super senior positions. At the end of September, our net subprime super senior related exposure dropped to $2.9 billion and when combined with earlier repurchased asset backed securities, our exposure was $4.3 billion.

We also took an additional $222 million of charges on the insured deals, bringing our reserve on the receivables to $700 million. This exposure is included on the schedule in the supplemental package along with the relevant information. Now, spread wise in our corporate loans drove an overall value decline on our non-subprime exposure in the CDO area this quarter. All CDO related losses are included in the $952 million that I referenced earlier.

As you’re aware, like many of our competitors, we agreed to offer to buy back auction rate securities that we had sold to certain customers. The total amount of ARS that we have offered to repurchase is approximately $4.5 billion. The impact of that agreement was a cost of over $300 million which was split principally between [CMass] and GWIM business. Now, we also closed the sale of our prime brokerage business generating a net gain of just over $200 million and also sold our remaining held US Air credit card accounts for a gain of approximately $280 million.

Other items of note in the quarter included a loss of $320 million on preferred stock we held in Fannie and Freddie which hit the equity investment income line. Now, finally in GWIM we provided additional support to the Columbia Cash Fund of $630 million related to structured investment vehicle restructurings as well as other financial institution holdings. Now, needless to say we had our share of issues to deal with in the quarter.

Before jumping in to credit quality, let me point out that we’ve added a new line item to our P&L or income statement under non-interest income and that’s insurance income. With the inclusion of Countrywide in the third quarter, our insurance revenues are now broken out on a separate line. Revenue from our legacy Bank of America insurance businesses are included here versus in other income in previous quarters, along with the Countrywide businesses.

The Countrywide activities include the Balboa home and auto business sourced through lender relationships as well as revenues from the primary mortgage reinsurance business. Now, let me switch to credit quality. On a held basis, net charge offs in the quarter increased 17 basis points from second quarter to 1.84% of the portfolio or $4.4 billion. That would be 2.01% if you exclude the Countrywide portfolios.

On a managed basis, overall consolidated net losses in the quarter increased 16 basis points to 2.32% of the managed loan portfolio or $6.1 billion and gain, excluding Countrywide that would be 2.51%. Managed net losses in the consumer portfolios were 2.89% versus 2.83% in the second quarter and again, excluding Countrywide that would be 3.25%. Managed consumer credit card net losses represent almost 60% of total consumer losses.

Managed consumer credit card net losses as a percent of the portfolio increased to 6.40% from 5.96% in the second quarter approaching the high end of the range we expressed last quarter. 30 day plus delinquencies in managed consumer credit card increased 36 basis points to 5.89% while 90 day plus delinquencies increased 6 basis points. We’ve continued to see increased delinquencies in our card portfolio in those states most affected by the housing problems while our foreign portfolio remains relatively flat.

California and Florida make up a little less than a quarter of our domestic consumer card book but represent about a third of losses. Now, clearly with current net losses at 6.40%, should unemployment rise above 7%, we would expect to see losses exceed 7%. Currently credit quality in our consumer real estate business continued to deteriorate from the second quarter also. We’ve begun to see a slowdown in the rate of deterioration in home equity although residential mortgage continues to increase.

Our largest concentrations are in California and Florida which combined represents about 40% of the home equity portfolio and about 66% of the losses. Home equity net losses increased $40 million to $964 million or 2.53% versus the 3.09% in the prior quarter. Excluding Countrywide the current quarter would be 3.15%. Now, legacy Bank of America 30 plus performing delinquencies increased 19 basis points to 1.46% while non-performing assets increased 12 basis points to 1.76%.

Consistent with the prior quarter, a large percentage of net charge offs related to loans where the borrower was delinquent and had little or no equity in the home. That represented 87% of those in the third quarter. Now, while we’re encouraged by the tapering off of deterioration, the worsening economic environment continues to put pressure on portfolio performance and home equity. We see utilization tick up slightly to 49% primarily driven by line management strategies versus additional draws and slower payments.

Through September we blocked or reduced approximately $11 billion in lines to higher risk customers and in higher risk states. Our ending home equity balance of $123 billion, and this is without Countrywide, so legacy Bank of America portfolio grew 1% during the quarter. New business and increased utilization both contributed about $1.9 billion in growth which was partially offset by pay downs and charge offs. As we said last quarter, with the increased economic and credit pressures we continue to believe that the loss rate could cross the 4% mark in 2009.

Our residential mortgage portfolio showed an increase in net losses to $242 million or 37 basis points for the quarter, that would be 41 basis points excluding the Countrywide portfolios. We continue to see deterioration in our community reinvestment act portfolio which totals some 7% of the residential book. Additionally, California and Florida which combined comprise 42% of the legacy Bank of America balances drove 62% of the net losses through August.

The annualized loss rate from the CRA book was 1.26% and represented 29% of the residential mortgage net losses. Although approximately $129 billion or 50% of our residential mortgage portfolio carries risk mitigation protection, it does not cover our CRA portfolio. Now, of the $129 billion, approximately 92% is protected where we sell mezzanine risk exposures to cash collateralized structures, thereby leaving us with no counterparty risk. The remaining 8% is protected by GSEs.

Now, I should note that we continue to reduce home loan balance ex Countrywide by converting them to securities as one of many actions we’re taking to fortify liquidity. This has the effect of bringing down the average loan balances thereby negatively impacting the reported loan loss rate. However, having said that, we do see continued deterioration as evidenced by our decision to increase reserves to 54 basis points on this portfolio. Obviously, worsening economic conditions could drive that number higher.

Our auto portfolio at the end of September was about $24 billion in loans. Net losses in the quarter were $114 million or an annualized 1.57% of the portfolio, up from 1.26% in the second quarter which had been helped a little by the seasonal trends. Within card services, we have a consumer lending business that has about $29 billion in unsecured consumer loans. Largely due to increased unemployment and increased bankruptcies this portfolio is also experiencing rising delinquencies and losses.

Net credit losses were 8.43% in the third quarter, up 136 basis points over the second quarter. Loss rates have also been impacted by a tightening in underwriting criteria resulting in a significant slowdown in loan growth. Like our other portfolios, California and Florida continue to have outsized delinquencies and loss contributions in relation to their outstandings. Loss mitigation initiatives have been implemented in this portfolio as well including increased collection efforts and tighter account management. During the quarter we increased reserves on this portfolio by about $700 million to a level around 10.5% of ending loans.

Switching to commercial portfolios, net charge offs increased $266 million in the quarter to $960 million or 113 basis points, up 29 basis points from the second quarter. Much of the deterioration this quarter was driven by commercial real estate which was $126 million, mainly home builders. Net losses in small business which are reported as commercial loan losses are up $50 million from the second quarter and the net charge off rate has risen to 10.64%. The rest of the increase was broadly spread across various industries.

If you exclude small business from the commercial domestic, our loss rate drops to 23 basis points which is still below normalized levels. As we’ve discussed before, many of the issues in small business relate to the rapid growth of the portfolio over the past few years which is now compounded by the current economic trends. The continued increases are consistent with the seasoning of these vintages and while clearly too high are generally in line with our forecast from last quarter.

Turning to criticized, our criticized utilized exposure in our commercial book excluding available for sale and fair value loans, increased $5.5 billion from the end of June, spread across more than a dozen industries. Commercial NPAs rose $1 billion to $5.1 billion. Nearly half the increase in commercial MPAs was in commercial real estate and mainly in home builders. With respect to the total legacy Bank of America loan book, 90 day performing past dues on a managed basis increased two basis points to 81 basis points while 30 day performing past due increased 21 basis points to 2.58%.

As Ken said, third quarter provision of $6. 5 billion exceeded net charge offs resulting in the addition of approximately $2 billion to the reserve. The majority of the reserve increase was in the consumer portfolios, most notably consumer unsecured lending, credit card and residential mortgage, reflecting the current stress on the consumer. We also increased the domestic commercial allowance, excluding the small business portion by approximately $150 million, reflecting modest deterioration across the portfolio. Our reserve now stands at $20.3 billion or 2.2% of our loan and lease portfolios.

Let me get off of credit quality and just say a couple of things about net interest income. Compared to second quarter on a managed and FTE basis, net interest income was up $1.04 billion of which core which we define as excluding trading related, represented $960 million. The increase in core NII was driven by the addition of Countrywide which represented about $644 million with the remaining increase of $316 million due to balance sheet positioning, loan growth and day count.

We estimate the Fed Funds LIBOR spread dislocation cost us about $400 million in the quarter compared to historical spreads. The core net interest margin on managed basis decreased 7 basis points over second quarter to 3.79% due primarily to the addition of Countrywide. Excluding Countrywide, the margin would have increased 9 basis points. Our interest rate risk position is less liability sensitive relative to our position at the end of June. Now, going forward, the negative disparity in the Fed Funds LIBOR rates will have a continued negative impact on net interest income.

Let me say a few things about capital, Tier-1 capital was estimated to be 7.50% at the end of September. Given the capital actions we announced today, we believe that Tier-1 on a pro forma basis with Merrill Lynch would be around our targeted ration of 8% after closing the transaction. Obviously, that’s dependant on our current fourth quarter outlook. We ended the quarter at 4.0% and 2.6% for tangible total and tangible common respectively. These ratios will be enhanced with the capital actions we’re taking.

Now, let me switch and follow up on what Ken said about Countrywide. We closed the acquisition of Countrywide on July 1st so third quarter results reflect a whole quarter’s impact. We estimate that it was accretive by about $0.06. Going forward, as we integrate the operation, it’s going to be increasingly difficult to split out the Countrywide contribution. That integration process leads me to another item, as we indicated in the past, once we reached a point of determining our operating environment we would indicate how we would handle the Countrywide debt. And while I don’t want to get into all the details here, let me say that we preliminarily determined where the various operations sit within our corporate structure. As we transfer those operations our company intends to assume the outstanding Countrywide debt totaling approximately $21 billion. Accordingly, you’ll see we filed a notice with the New York Stock Exchange to delist that debt.

The process we followed in determining the operational structure prior to assuming the Countrywide debt will be the same process we intend to follow with the Merrill Lynch acquisition.

In our package we’ve included some highlights for Countrywide reflecting third quarter results. As you can see average total assets at Countrywide were $151 billion, average loans and leases net of the purchase accounting adjustments were $78 billion, and average deposits were $59 billion. The total revenue for the quarter was $2.4 billion of which approximately $644 million was net interest income. Non-interest income was $1.7 billion including $1.2 billion of mortgage banking income and about $500 million of insurance income.

In the third quarter MSR adjustments related to Countrywide were approximately $375 million and mortgage originations from the Countrywide franchise during the quarter were $40 billion versus $59 billion in the second quarter. Driving the decrease from the second quarter was an overall reduction in the mortgage market as well as a reduction in refi activity given the rate environment.

Now as Ken said we continue to be on track as far as cost saves and integration efforts. Credit quality results were also in line with our expectations.

Switching to Merrill Lynch for a minute, we’re happy to announce that John Thain will be assuming a major role at Bank of America once the acquisition closes. John will be in charge of what we currently call global corporate investment banking as well as global wealth and investment management which will incorporate most of Merrill Lynch’s businesses. Our transition teams and legal day one teams are being formed and milestones are being established. Now subject to shareholders’ approval we intend to close that deal as soon as we can, which could be as soon as year end.

Going forward into ‘09 let me reiterate that there’s considerable uncertainty about the economic environment and it does appear that the market disruptions, housing situation and rising unemployment are starting to take their toll on the economy. Those banks with market presence and strong balance sheets can weather and even benefit from the situation, and we do feel good about our relative position in our businesses versus the competition.

Loan and deposit growth generated by the franchise are still expected to benefit net interest income in the short term and we believe growth will continue in non-interest income from our consumer businesses. Consumer credit quality will continue as a headwind due to what appears to be further deterioration in housing and unemployment levels and their subsequent impact on consumer asset quality. Similarly we’d expect to see challenges in the consumer dependent sectors of our commercial portfolios.

Given these scenarios, we would expect net losses to be at least at levels we experienced in the third quarter.

On the expense side, again as Ken mentioned, we’re aiming for improved operating efficiency and heavy expense control as well as savings realized from the LaSalle integration and now Countrywide.

With that, let me open it up for questions. And I thank you for your attention.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question comes from Matthew D. O’Connor - UBS (US).

Matthew D. O’Connor - UBS (US)

You provide a lot of good detail on the reserves and asset quality by subcategory and specifically I’m looking on page 24 in the commercial breakdown, and it just seems like there’s been a lot of deterioration in terms of higher nonperformers, higher charge-offs and the loan loss reserves have only gone up a little bit. I was just wondering if you could revisit how you reserve there and if there might be more meaningful reserve build going forward.

Kenneth D. Lewis

Matt, I think focusing on that slide to look at it is a good way to do it because if you look at some of the increases that have occurred compared to the charge-off rates that we’ve seen, I referenced in my prepared remarks the core commercial business when you exclude small business and the commercial real estate, and there charge-offs went from about 13 basis points up to 28.

We did see an increase in nonperforming loans in that book of business and we did see a sizable increase quite frankly in criticized utilized, but if you look at where we reserved for that business we’re reserved at just under 100 basis points, or 94 basis points. What we would generally say is we’re still running below our normalized range of losses for that portfolio, which is obviously the largest of the portfolios, so it’s somewhat a function of our existing reserves in addition to the details of the underlying loan quality.

Matthew D. O’Connor - UBS (US)

I guess specifically on the commercial real estate book where there’s been a little more deterioration and the reserves just picked up a couple bits?

Kenneth D. Lewis

The commercial real estate is where we have built some level of reserves before but a very similar approach to that. Obviously the homebuilders are the place that had the weakest borrowers from that standpoint, so we would expect to see continued elevation in the charge-off rate on the commercial real estate side but not to the extent of some prior downturns where you saw a very different kind of commercial real estate lending. And that’s kind of what’s driving the view of how much we reserve there.

Matthew D. O’Connor - UBS (US)

And Ken, maybe you could just provide a little more color in terms of the timing of the capital rates here? Obviously a lot’s changed the last couple of weeks and it seems like the timing could be very smart before either Wells or Citi gets out there with their raises and the shorts come back in. But how much of it is the environment as you’re looking forward thinking that commercial losses and consumer losses will be a lot higher? How much of it is more Merrill deal and how much of it is just opportunities to grow organically since a lot of other banks are pulling back?

Kenneth D. Lewis

I guess I should say all of the above and shut up, Matt, but you kind of hit the high points. We have seen even in the last 45 days things worsen in the economy, a view that the recession’s going to be a little deeper than we originally thought, the recovery’s going to take longer, that charge-offs are going to remain high for a more extended period of time than we would have thought just since last quarter, so that was one piece. In that kind of environment we think it’s prudent to have higher levels of capital and not be dependent on getting back to your target ratios as long as we would have done it in a normal environment.

Secondly we did think that there seems to be that there’s clutter. We obviously had three big capital races by ADOMA, J.P. Morgan Chase and GE. We had the possibility of Wells, Citi and others getting out in the market place as well. And then finally we are seeing opportunities that we’ve never seen before with clients when you do business with us and we just want to maintain that strong capital base and be able to absorb additional business as we go forward.

So it really is a lot of the above. We don’t look real smart today given what happened but all-in-all we just thought it was prudent to get out there sooner rather than later. You could talk about a miss on estimates but estimates don’t seem to mean as much as they used to and we thought just having a level of profitability over a billion dollars might distinguish us among our competitors during this particular environment.

Matthew D. O’Connor - UBS (US)

And just lastly if I may, it’s still early with TARP program out there but you have written down the Countrywide assets quite a bit. On Merrill’s side they’ve taken quite a bit of hits as well. Any initial thoughts on how you might dispose of those assets with the benefit of the TARP program?

Kenneth D. Lewis

First I guess we’d say that we think the TARP program is a beneficial thing overall and are glad to see it have gone through. With regards to individual transactions, we’ll evaluate them as they come up or opportunities and I say that because you can compare that to this morning where you saw us announce an effort to try to keep people in their homes with principal and rate reductions that we think is the better cash flow answer to our investors that we service loans for but also loans that we hold on our balance sheet that were marked through the Countrywide activity, from that standpoint. So we’ll have to evaluate it versus the other alternatives in each particular scenario that we come across.

Operator

Our next question comes from Meredith A. Whitney - Oppenheimer & Co.

Meredith A. Whitney - Oppenheimer & Co.

Can you characterize the momentum of the deposit build throughout the quarter? I assume that the momentum of the commercial paper decline was back-end loaded but can the offsetters of the strong deposits, if you could just qualify that, that would be helpful.

Kenneth D. Lewis

Yes. In fact Joe’s got some numbers right here that show some incredible momentum toward the end of the quarter.

Joe L. Price

Meredith, if you focus on our retail deposit growth for a minute, on the retail side average balances grew about $8 billion which by itself we think will be higher than the industry. But if you look at the more recent periods and you just take the end of the period levels, we’re up about $21 billion. And we did see a lot of that increase coming in the last 30 days.

Meredith A. Whitney - Oppenheimer & Co.

Is that continuing into the fourth quarter?

Kenneth D. Lewis

Yes, we’ve continued the first few days. Like you said, it’s early but at least the daily reporting that I see and that we see and that Liam does shows some continuation of that. Secondly the commercial deposit growth shows some, not as large because the book’s not as large, but shows exactly the same kind of characteristics with it being back-loaded toward the end of the month. And then one of the things that really caught my attention was the 44% increase in net new accounts. That means individuals are moving their relationship business not just to CD or something.

Meredith A. Whitney - Oppenheimer & Co.

You guys have the benefit of the offset of term deposits. Others may not be so lucky. But if the commercial paper market continues as it has been over the last couple of weeks, what does that do to your card business? How does it change the dynamics of any of your consumer lending businesses on a day-to-day basis? I know you had been cutting lines on a risk-based basis anyway, but is there any near-term impact per traction of destruction of commercial paper you have on your lines?

Kenneth D. Lewis

From a consumer lending standpoint, any of the modifications we’ve made have really been focused on risk mitigation and trying to make sure we’re underwriting the quality of paper we want to be underwriting as opposed to any funding driven implications from that standpoint. All this is done out of the bank level obviously, but just as the discussion on deposits that we just had, that coupled with our other sources of liquidity at the bank level have allowed us to continue to serve customers based on the criteria that we felt good about. So really not an impact there.

Obviously the CP market’s freezing up has an impact on any kind of term funding you’d like to do but that probably has a little more impact on some others than us.

Meredith A. Whitney - Oppenheimer & Co.

The last question which is related to your assumption on unemployment. Given that’s out of California one of your biggest states already well above 7% unemployment and I would love to be more positive than I am, what are you seeing that I’m not because I would be much more pessimistic about a 7% base case unemployment scenario?

Joe L. Price

Well, we said over 7% as opposed to trying to put a point estimate although you’re right in saying lower over 7% rather than higher. We think quite frankly where you’re seeing those highest unemployment rates kind of correspond to where you saw the highest growth.

So you’ve really seen that push forward so let’s kind of say they correspond to housing related states or the places or states that have the most housing related issues versus nationally. I mean while consumers are under stress, if you look at our delinquency trends across the US, they’re in much more pronounced to the negative in those particular states that already have that level of unemployment in them.

Kenneth D. Lewis

The only positive I can think of is the states that we’re mentioning, who would you bet on over the longer term? I mean Florida and California are going to be states that grow and are going to be prosperous over time, and that’s the positive.

Operator

Our next question comes from Michael L. Mayo - Deutsche Bank North America.

Michael L. Mayo - Deutsche Bank North America

When you look at loan growth, it’s good news and maybe bad news. So can you kind of talk about where the loan growth is coming from if you strip out Countrywide, and how much that loan growth is involuntary due to draw downs by corporations and really how you balance that loan growth with a drive to keep asset quality still good?

Joe L. Lewis

I tried to give in the prepared remarks a comment about home equity on the consumer side for a minute. There most of the utilization increase was driven by the line reductions, the unfunded line reductions and about half and half of the net additional growth came out of new business versus draws net of pay-downs.

If you look on the commercial side as I think you’re alluding to, earlier this year and leading into this quarter we did see a lot of opportunities. We continue to see opportunities and the easy examples to think about the backup and the auction rate securities market, so whether it’s governments or municipalities, medical type or hospitals, etc. you see some good solid growth where we have the opportunity for good client selection, good structure selection, etc. I’d say the general draws on revolvers are on backup lines.

The rhetoric’s a little bit ahead of the actual in terms of you read more about it in the headlines than we’re seeing. We are seeing some from that standpoint and a good bit of it is quite frankly high investment grade borrowers but also admittedly that some of the weaker borrowers; not obviously the weakest that can’t draw on it. So it’s really a blended mix from there but not a noticeable amount of at-the-edge draws from that standpoint.

Kenneth D. Lewis

I think the thing that we’re seeing that I can’t recall ever seeing is people actually coming to us saying, “We’ve made a decision that we want to bank with you and you be our bank and we’re going to move the whole relationship.” Usually what happens is they want a loan and then they promise somewhere down the road to move the treasury management or whatever. And they actually are bringing the whole relationship this time. And again these are well underwritten and good pricing so that really is good news.

Michael L. Mayo - Deutsche Bank North America

Joe, you mentioned NII might be hurt ahead. Could you just explain that a little bit more? It sounds like you have some good trends here and NII should go down I guess you said due to LIBOR?

Joe L. Price

I was just saying that the Fed Fund LIBOR spread was obviously pretty high early in the quarter and even last quarter, and we were wishing for it to go back to normal. Given where it went at the end of this quarter, we’re wishing for it to get back to where it was when we thought it was bad, is the way to think about it.

If you looked at that spread because of the posture of our balance sheet or the composition of our balance sheet, we get hurt being liability sensitive and having let’s call it more LIBOR-based or proxy-based on LIBOR funding. So as that stays elevated compared to the funds rate which is more akin to what our assets price on, we obviously get hit some for that.

So if you looked at the end of September at how elevated the interbank lending rate was and you projected that and said it would stay out there or stay at a reasonably elevated level compared to this last quarter, I was just saying that’s a headwind coming at us that would temper what we would otherwise be able to do.

Michael L. Mayo - Deutsche Bank North America

And then lastly, link quarter you said excluding Countrywide your expenses were flat, but I think if you exclude Countrywide your revenues were down quite a bit even stripping out some of those one-time items you mentioned, where do you guys stand on improving efficiency? Ken, I know you don’t like having a 57% efficiency ratio so how should we think about that during the tougher times?

Kenneth D. Lewis

First of all, the trading results just in general as the spreads widen really hurt the revenue. Investment banking was down because of the obvious inactivity. The card income because you’ve got losses imbedded in that revenue item through the [inaudible] strip. That hurt. On the other side then you had, as you mentioned, on all the one-off items. It was kind of a perfect storm kind of quarter that looked a lot like the first quarter unfortunately.

So I think it’s hard to kind of interpolate from all of that happening what your real revenue run rate is. I would say though that we may have to adjust, give us some time to get some regular run rates, but we may have to accept a little higher efficiency ratio because our mortgage company inherently has a higher efficiency ratio and we’ll have to take that into account. But this particular efficiency ratio was driven by poor revenue, not really poor expense control.

Operator

Our next question comes from Betsy Graseck - Morgan Stanley.

Betsy Graseck - Morgan Stanley

A couple of questions. One is on the CCB investment. I think you have your three-year period here this quarter. In addition you had increased your investment in CCB last quarter. And I’m just wondering how you’re thinking about the position that you have today and either increasing or decreasing at the margin?

Kenneth D. Lewis

We first always make the comment that we do it as a long-term strategic investment and would plan to hold a substantial ownership position over a long period of time. And then beyond that we do talk about should we monetize some of it while still maintaining a big position. We’ll just look at that both this quarter and going into next year to determine if in fact we want to do something. The capital raise and the dividend cut allow us to look at it as another lever to pull if we wish as opposed to needing to pull it.

Betsy Graseck - Morgan Stanley

I know you increased your investment in second quarter. Did you do so as well in the third quarter?

Kenneth D. Lewis

No.

Betsy Graseck - Morgan Stanley

On Tier-1, if I could just get a sense of how you’re thinking about Tier-1? I understand that 8% is your target but we also have an expectation for a pretty difficult environment ahead and probably rising nonperformers. So I’m wondering if there’s anything that keeps you targeting 8% versus potentially having a little extra cushion for tough times ahead?

Joe L. Price

Generally we’re comfortable with 8% and quite frankly we feel we can run the company on a little less than that and that would be why you’ve historically seen us take advantage of strategic opportunities and then kind of build back over X number of quarters. Realistically the actions that we’re talking about today just accelerate getting us back to that point and then obviously a lower level of dividend payments will contribute over time to a little more rapid continued building of capital. So that’s really the focus as opposed to recalibrating 8%, although it’s really a plus or minus as opposed to being a straight 8%.

Betsy Graseck - Morgan Stanley

I’m wondering if you had interest beyond the $10 billion that you’re seeking, would you choose to upsize your offering?

Kenneth D. Lewis

More than likely, yes.

Betsy Graseck - Morgan Stanley

Is there any level you’d cap it off at?

Joe L. Price

We’ve got X amount of shares so that’s one. I’ve forgotten that exact number but I think first of all over allotment size, maybe a little more than that. But as Ken said, it’s something in that. If it’s over $10 billion, it’s in the low teens.

Betsy Graseck - Morgan Stanley

And just on [Bozzle 2], that comes into play first quarter ‘09, is that right?

Joe L. Price

It comes into selected areas but we don’t actually get governed by that. We start our parallel processes in the future as opposed to being a 1/1/09.

Betsy Graseck - Morgan Stanley

So you wouldn’t be announcing your [Bozzle 2] Tier-1 any time soon?

Joe L. Price

No.

Kenneth D. Lewis

And I guess that will prevent a system. Investment banks that are now banks prevent them from claiming these [Bozzle 2] ratios.

Betsy Graseck - Morgan Stanley

I’m not so sure about that given that all of Europe is on [Bozzle 2]. We’re kind of the odd man out there.

Operator

Our next question comes from Brian Foran - Goldman Sachs & Co.

Brian Foran - Goldman Sachs & Co.

Last quarter your pre-provision earnings growth was a lot better than expected and even if we back out all the write-downs and Countrywide, it seems like it shrank this quarter. So how can you help us quantify what the core pre-provision earnings momentum is right now?

Kenneth D. Lewis

It’s hard because you’ve got some imbedded credit losses in your credit card revenue that’s not in provision but up there in that piece and you’ve got an investment banking environment that was worse and then you’ve got the poor trading environment on top of all of these one-time items. So it just makes it very difficult.

Clearly the second quarter is going to be a better predictor of what this thing will look like when we come on the other side, but the way I look at it is that we not that long ago, it couldn’t be that long ago because I can still remember it, we were a $5 billion net income plus company per quarter. And that was before Countrywide, before LaSalle, before cost savings and before Merrill Lynch and cost savings on top of that. So on the other side of this you’ve got a power house but we’ve got to get past all the things that we’ve been talking about.

Brian Foran - Goldman Sachs & Co.

On the deposit growth, growth has been great. Pricing industry-wide has gotten worse. So are the new deposits coming on at a higher or lower cost than they would have been last quarter?

Joe L. Price

Early in the quarter we ran a CD special, more of a retail focused sales activity type of thing. We ran it for a week. Picked up a good bit of net new money in that one. But even then we didn’t price like some of the competitors were pricing and really felt like we probably got a good bit of business that was in the market during that week. Here as of late it’s been what I guess I’d call a little more of a flight to safety or some kind of concept of that nature where we’ve been pricing as we always price competitively but not out front by any means. We try to stay pretty disciplined. And we got that growth in that pricing environment.

Kenneth D. Lewis

Yes, we got I think it was $9 billion in eight days or something like that, and that was just more of a test than anything else and helped the morale of the consumer sales force. But the fact that Washington Mutual is now owned by Chase is very positive because they were a huge outlier on rates and then if Wells Fargo were to get Wachovia, that would be very positive as it relates to rates because they’re a very rationale pricer. We see better times ahead on the outliers as well.

Brian Foran - Goldman Sachs & Co.

And lastly if I could, is the tax rate this quarter just lower earnings or are there some benefits arising from Countrywide that would recur?

Joe L. Price

Think of it as just adjusting to the annual effective rate. No major items driven out of Countrywide.

Operator

Our next question comes from David Hilder - Putnam Investments.

David Hilder - Putnam Investments

Can you provide any information on what Merrill’s earnings in the third quarter were?

Kenneth D. Lewis

No. I think they announce on the 16th and obviously it’s a separate public company and we have to let them be on their own and announce their own earnings.

David Hilder - Putnam Investments

Any prospect of closing the Merrill transaction materially before year end?

Joe L. Price

No. As I’ve said in those prepared comments, the focus would be on trying to get it done at year end so before year end think of that as basically the end of the year.

Operator

Our next question comes from Nancy Bush - NAB Research, LLC.

Nancy Bush - NAB Research, LLC

I’ve asked this question I think for the past couple quarters and I would ask it again. When do we start seeing credit quality in the small business portfolio stop getting dramatically worse? For a couple quarters it was previous underwriting criteria. Now it seems to have become the economy. So how much longer does this go on?

Joe L. Price

I guess one of the ways to think about this is you can see that we continue to increase our reserves associated with that paper, which has got some nature of forward-looking view in that. The vintages that we have talked to you about before clearly are continuing to seize and this is more akin to consumer than commercial in terms of performance in an economic slowdown. So that is adding to what otherwise would have come through. But the best thing I can do is kind of point you to see that we are in fact continuing to increase the reserves or carrying a higher level of reserves on that paper.

Kenneth D. Lewis

Nancy, I don’t want to mince words. I’m very happy this is relatively small but it’s a damn disaster.

Nancy Bush - NAB Research, LLC

Well you get points for candor Ken. My other question would be this and this is sort of more philosophical, and Ken it’s probably directed at you. We keep hearing that there’s plenty of liquidity in the system but the banks aren’t lending. I think Joe you made a statement that you’ve pulled back on $11 billion of home equity lines, etc. Ken, how do you feel about your lending posture at this point? Is there some patriotic duty to lend here? When does this come to a halt?

Kenneth D. Lewis

I don’t count it under patriotic duty but I think some of the things that we’re doing on behalf of Countrywide will help the country and will help people stay in homes. But I’ve said for some time despite all the things that we are doing, it’s going to take some more time and some more pain because you’ve got the world delevering. It’s not just the investment banks or some capital markets area. The consumer’s having to delever and throughout the world people are delevering. And it’s going to take some time to readjust, yet we’re making every good loan we can find and getting new relationships and actually doing very well in the market place. But it’s not going to be pretty for a while.

Nancy Bush - NAB Research, LLC

Ken, do you think that what actually is happening is just the marginal credit is now being excluded? I mean you say you’re making every good loan that you can find and I hear the same thing from the rest of the banks, but then we’ve got XYZ auto dealer out there who can’t make a loan, can’t get funding for lending, etc. Is it just a re-evaluation of consumer credit quality and what that now means?

Kenneth D. Lewis

Yes. I don’t think anybody’s making prime or ALTA loans anymore, just to name one. Every product, the standards have been raised and in most cases pricing is better or worse for the consumer. So it’s just very different than three months ago, six months ago and nine months ago and that’s going to continue for some period of time.

Joe L. Price

We’re going to take one more question.

Operator

Our final question comes from Jason Goldberg - Barclays Capital.

Jason Goldberg - Barclays Capital

Just to be clear, I know when you kind of announced the Merrill deal you alluded to raising capital and possibly cutting the dividends. The $10 billion you’re raising today, should we expect that to be that and then done or look for additional capital once the Merrill deal is closed?

Joe L. Price

We have considered the Merrill deal in our intentions here so the numbers we were talking about, as I mentioned in the prepared remarks, covered our anticipated needs from a Merrill standpoint.

Kenneth D. Lewis

We’re not contemplated a dividend cut. We’re going to cut the dividend.

Jason Goldberg - Barclays Capital

You talked about loan losses peaking towards the latter part of next year. Can you maybe talk to do you think provision kind of peaks before then or in conjunction with that, and how your thought process rolls out?

Kenneth D. Lewis

About like that. We think we’ll have elevated levels of provision the entire year. What we need to see is have some vision out 12 months where we don’t really see losses starting to come down. And the big thing is to get these reserve builds out of the way. We can easily absorb the loan losses. It’s these reserve builds that hurt so much.

Jason Goldberg - Barclays Capital

And lastly, now that you’re formally guaranteeing the Countrywide debt, maybe just tell us what was the hesitancy to do that before today?

Kenneth D. Lewis

As we moved the operations around we had to determine, and all this still has to occur, we’ve just kind of told you our intentions on this. The normal process we followed is what are the operational movements that we’ll make to combine the operations. When we do that we’ve said the debt would fall in line and quite frankly that’s kind of what we’ve said the whole time as opposed to the very precise things people have been chasing us on. But that’s been very consistent with deals we’ve done in the past from that standpoint.

Thanks for joining us.

Operator

This concludes today’s conference call.

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