FINAL TRANSCRIPT

MER - Q1 2008 Lynch Earnings Conference Call

Event Date/Time: Apr. 17. 2008 / 8:00AM ET

www.streetevents.com Contact Us

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

CORPORATE PARTICIPANTS Sara Furber Merrill Lynch - Director of IR John Thain Merrill Lynch - Chairman of the Board, CEO Merrill Lynch - CFO

CONFERENCE CALL PARTICIPANTS Glenn Schorr UBS - Analyst Mike Mayo Deutsche Bank - Analyst Prashant Bhatia - Analyst Susan Katzke Credit Suisse - Analyst James Mitchell Buckingham Research - Analyst

PRESENTATION Operator Good morning and welcome to the Merrill Lynch first quarter 2008 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks there will be a question-and-answer session. (OPERATOR INSTRUCTIONS)

I'd now like to turn the call over to Sara Furber, Head of Investor Relations. Please go ahead ma'am.

Sara Furber - Merrill Lynch - Director of IR Good morning and welcome to Merrill Lynch's conference call to review our first quarter 2008 results. The following live broadcast is copyright to Merrill Lynch. Statements made today may contain forward-looking information. While this information reflects Management's current expectations or beliefs you should not place undue reliance on such statements as our future results may be affected by a variety of factors that we cannot control. You should read the forward-looking disclaimer in our quarterly earnings release as it contains additional important disclosures on this topic. You should also consult our reports filed with the SEC for any additional information including risk factors specific to our business and the information on calculation of nonGAAP financial measures that is posted on our investor relations website, www.ir.ml.com where an online rebroadcast of this conference call will be available later today at approximately 11 a.m. Eastern time. And with that I'll turn the call over to John Thain, Merrill Lynch's Chairman and Chief Executive Officer.

John Thain - Merrill Lynch - Chairman of the Board, CEO Thank you Sara, good morning everyone. I would characterize our first quarter results as good operating results in a very difficult environment. The widening of credit spreads, forced liquidations, high volatility, the lack of market liquidity for many credit

www.streetevents.com Contact Us 1

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call products is probably as difficult a quarter as I've seen in my 30 years on Wall Street. And in that context we generated $7.4 billion of revenues before our marks and their fair value gains. And a number of our businesses did very well. We had record Global Wealth Management revenues with an industry leading proportion of fee-based revenues. We added $9 billion to our annuitized products and we added $4 billion in spite of the market environment in net new money, $1.3 billion of which came from First Republic, so that acquisition is starting to bear fruit. In our trading businesses we had record revenues in rates and currencies, almost double from the year ago quarter. We had 20% year-over-year revenue growth in our equity financing and services businesses. And we had the highest revenues in cash equities in the Americas and EMEA since our 2000 record levels.

Investment banking we did well. We were in the top 5 of debt and equity lead tables. We were the No. 1 in EMEA mergers on a completed basis. We were No. 3 in the Pac Rim. And although our revenues were down significantly for the first quarter, what's interesting and good is that our pipeline was down only 5% from the fourth quarter and down 6% from the first quarter of '07. Which means that although the deals were delayed they're still there and so we would hope to realize those over the course of the rest of the year.

Internationally our revenues were strong. Japan was up 87%, Latin America was up 67%, EMEA also had good growth. We are focusing on the rapidly growing parts of the world. In Brazil you saw we hired a senior investment banking team. In India we're building on our equities trading platform and our wealth management business. In Korea we've just obtained our banking license. And I recently went, last week was in Japan and China, where we also see great opportunities to grow our businesses. And then our investment in BlackRock has experienced exceptional growth and just on a market value basis the current market value of BlackRock is over $13 billion versus about $8 billion that's on our balance sheet. So I think that our operating businesses in this environment have done well.

The second focus for us has been on our balance sheet. We've been very actively managing our balance sheet and our liquidity positions. As you've seen already from the release, our liquidity is up from the fourth quarter of last year. We were very concerned about the market environment at the end of last year. We had $79 billion of cash available at that time, and we've increased that to $82 billion at the end of the first quarter. This gives us tremendous flexibility in this difficult market environment. I would also say that our bank deposits, we had $100 billion of bank deposits, a very stable source of funding for us.

On the capital side we've increased our saved capital from $36.7 billion at the end of the fourth quarter to $41 billion. We are well capitalized under the risk rated asset test. And for those of you who like to blog, we do not have any plans to raise any additional common equity and Nelson actually agrees with that. In terms of leverage, we had been reducing our balance sheet. We-- our risk related assets are down 7%. Our leverage loan book, this is a good example of places where we have been able to make some progress reducing our balance sheet, our leverage loan book was down from $18 billion at the end of the fourth quarter to $14 billion. And those-- that reduction was actually a $5 billion reduction with $1 billion increase. Those were done through cash sales right around our marks. So that actually is a good sign that we're getting some liquidity into the marketplace.

On the subprime, except for CDOs our subprime position is down from $2.7 billion to $1.4 billion. And we're bringing our risk down, our VA hours down from 65 to 59. We're also, we have also been successful in what we said at the beginning of the year we would do in terms of our principal investing. So we said we would start to move our principal investing into third party funds. The first piece of that was completed this quarter where we raised the third party commercial real estate fund in the Pac Rim and we moved $723 million of assets from our balance sheet into that fund. That fund ultimately we expect to be between $2.5 billion and $3 billion.

So our balance sheet's in good shape, our operating businesses are good. There's no question that the credit spread widening that occurred in this quarter impacted our inventories, particularly our ABS CDO inventory. You saw from the press release we had $1.5 billion of net write-downs on ABS CDOs, obviously much, much lower than the fourth quarter of last year. Just to give you an idea of how we were pricing those, we moved our cumulative loss assumptions on subprime mortgages from what was a range of 16% to 21% at the end of the fourth quarter to a range of 19% to 24% at the end of the first quarter. And remember, at 24% that would mean that if half of the mortgages defaulted you would lose a 48% of the value of the home. So very, very

www.streetevents.com Contact Us 2

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call significant price declines. And just in terms of the average over the U.S. so far, year-over-year home prices are down about 11%. Although subprime in certain areas are down more than that.

We did, we did increase our credit reserves on monoline hedges against the ABS CDOs by $2.2 billion. And I think what's important there is that if you look at the total gain that we have on our shorts that are protected by the monolines it was $7.8 billion. We have reserved $4.8 billion of that which is over 60%. But unlike the CDOs where I think that it's not very likely we will recover value on that we do expect in many cases to recover a significant amount of the reserves and at least some of those monoline insurers continue to be rated AAA. So we're much more comfortable that we're being conservative on the monoline reserves and we would expect to recover that over time.

On the expense side, we have announced that we are going to reduce our headcount approximately 10% from the beginning of the year levels excluding our financial advisers and the support to the financial advisers. That should generate about an $800 million a year run rate savings. It's a very targeted headcount reduction. We are not in any way pulling back from our fundamental strategy, we are not changing our view that we need to invest in the faster growing parts of the world. And so the headcount reduction will be made in those slower growing areas that are not the focus of our global strategic growth.

And then lastly I'll just comment a moment on the economic environment, then I'll turn it over to Nelson to give you some more details. I think that we are seeing some improvement in the credit markets, the leverage loan markets probably a good example of that. We are seeing some improvement in spreads. And I think the real risk going forward here is how much do all of the problems in the financials and credit markets seep into the real economy? What is the impact of higher energy prices, higher food prices, higher unemployment and falling home prices on the consumer and what's the impact on that in terms of the U.S. economy and ultimately the global economy? We are planning for a slower and more difficult next couple of months and next-- and probably next couple of quarters. But we're also optimistic for our results for the full year of 2008. And so with that I will turn it over to Nelson.

Nelson Chai - Merrill Lynch - CFO Thanks John. Let me take a moment to review our major segments. In our Global Markets business first quarter revenues of negative $690 million were up substantially from the fourth quarter, but lower than the prior year period as a result of the weaker capital markets environment. GMI's pretax loss for the quarter was $4 billion. Turning to the revenue detail by business line, FICC were a negative $3.4 billion as the business continued to face significant head winds due to our CDO monoline-related exposures which I'll detail in a minute. However the positive trading environment drove FICC revenues of $1.9 billion which exclude marks of $6.6 billion in fair value debt gains of $1.4 billion. In fact the vast majority of the FICC businesses demonstrated sequential growth from the forth quarter including raising currencies, credit trading, commodities and municipals. Raising currencies in particular generated record revenues this quarter benefiting from the combination of increased capital allocations, favorable market positioning and strong client flows.

As I'm sure you've all seen, we've disclosed our key exposures in attachments five and six in this mornings release. With that in hand, let me walk you through each of our major exposures. The majority of the write-downs this quarter were related to the ABS CDOs and related monoline exposures, as John mentioned earlier. On the super-senior ABS CDO front the quarter and our gross exposure was $26 billion, down from $30 billion at the end of the year. And the net exposure related th these positions was $6.7 billion. As you can see in our release write-downs in this area were offset by an increase in our net exposure due to the reduction of certain hedges. Namely at quarter end we made a decision to consider notional hedges of $1.1 billion with MBIA ineffective as we are working to expedite the resolution of a potential conflict related to hedges we have with FCA. This is a decision that was made-- made clear economic sense as the carrying value of the BMI hedges that we have considered ineffective was less than $50 million.

We remain prudent in our approach. During the quarter we increased our average [stream] loss assumptions for this portfolio across all underlying collateral types. And we are taking into consideration incremental remittance and other data which was

www.streetevents.com Contact Us 3

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call negative during the quarter, although for which the velocity of the downward trend has slowed. As a result of the losses of in our underlying super-senior ABS CDO positions the corresponding value of our related hedges of the monolines increased during the quarter. For these hedges our credit valuation adjustment was negative $2.2 billion during the quarter which are largely driven by gains on hedges and a number of rating down grades for the monolines we have exposure to. As John mentioned again, on average we have written down the value of these hedges to $0.40 on the $1 at quarter end, levels that while appropriate are conservative relative to fundamental cash flow expectations for most of the monolines.

Away from the $10.9 billion of hedges we have with the monolines on the super-senior ABS CDOs, as you can see in the bottom of attachment five, we have $9 billion of CDO hedges with other financial counter parties such as insurance companies and hedge funds. We remain confident in the strength of these hedges as the ratings outlook for these counter parties are stable and they continue to post collateral as required. With respect to residential mortgages within the FICC business our exposure has increased slightly. Although approximately 70% of this figure reflects prime mortgages, almost all of which are from our GWM private clients, which in their history of experience virtually zero defaults.

During the quarter the most significant drivers of change were $3 billion of prime mortgage originations and the net purchases of $900 million of Alt-A securities which are partially offset by sale securitization and other changes in hedging activity. On our leverage finance front our write-downs were slightly more than $900 million driven by significant spread widening and market illiquidity. We reduced our exposure by approximately $4 billion in the quarter and sales were completed at levels consistent with our marks at the time of the execution. In commercial real estate our exposures were also impacted by the weaker market environment. However gains on commercial real estate loan sales more than offset our marks. We remain comfortable with the quality of both of these portfolios and will selectively reduce our net exposures to these asset classes consistent with our overall strategy to reduce less liquid assets.

Finally within our U.S. Bank investment securities portfolio, we recognized approximately $3 billion of pretax net write-downs through other comprehensive income or OCI, and approximately $400 million of net write-downs through the income statement. The largest contributor to these write-downs was our exposure to Alt-A securities which we have written down to an average of less than $0.70 on the $1.

Turning to equity markets, first quarter net revenues of $1.9 billion were down 13% sequentially. The solid growth in financing and services, equity length and approximately $700 million in fair value adjustments related to certain long-term debt liabilities were more than offset by declines in our principal-related businesses. Within our financing and services business we reported double-digit sequential and year-on-year revenue percentage increases. Our client balances are up 27% year-over-year and down only modestly from record levels in the 2007 fourth quarter despite significant industry wide deleveraging during the period. Our prime brokerage business continues to gain momentum as we are currently ranked No. 2 Prime Broker by the Global Custodian survey have added new clients during the quarter.

Net revenues from our private equity business this quarter were negative $207 million, down almost $100 million sequentially and $650 million versus the year ago period primarily due to price declines for our publicly traded investments. Net revenues for our proprietary trading and hedge fund related businesses were also negatively impacted by the adverse market conditions this quarter, declining $300 million sequentially. However we believe we are well positioned for the remainder of the year. Investment banking revenues declined by 30% sequentially as industry volumes were materially lower and we faced challenging comparisons the last quarter which included significant revenues from our role as an adviser to a consortium acquisitions of ABN AMRO. While revenue and strategic advisory declined slightly from the year ago quarter the business showed strength outperforming of the decline of industry transaction volumes from the year ago levels.

Our investment banking fee pipeline remains strong. Although execution of course is market dependent as our client dialogue is active despite the continued volatility in the capital markets. We ended the quarter down 5% from 2007 year end, but saw increased levels in the Pac Rim.

www.streetevents.com Contact Us 4

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

Turning to our Global Wealth Management business, GWM continues to deliver record performance with quarterly revenues of $3.6 billion, up 8% on a year ago basis, even in this challenging period which included significant asset depreciation and market volatility. Pretax earnings of $720 million were down 8% year-over-year as we continue to invest in the business and fully reserved for an $80 million client receivable. Excluding the impact of this reserve, GWMs margin was 22.2%, comparable to year ago levels but down sequentially reflecting the seasonal impact of payroll taxes and the generally tougher market conditions. During the quarter we achieved positive net new money and more than $9 billion in net new annuitized flows. Client assets of more than $1.6 trillion down less significantly than the approximate 10% decline in the S&P 500. Success in retaining our industry leading team of financial advisors was net positive recruiting in our top two quintiles. Annualized revenue per FA of $862,000 overall FA growth of 5% year-over-year including 18% outside the Americas.

GPC net revenues in the first quarter were $3.3 billion, up 7% from the year ago period. Revenue growth was driven by increased fee-based revenues and record net interest revenues reflecting the inclusion of First Republic and greater client inflows into deposit programs. Transaction and origination revenues remained relatively strong up slightly from the prior year quarter but down sequentially from the fourth quarter in 2007 due to continued market weakness. March marked the fifth consecutive month of declining market indices and persistent volatility coupled with the downward bias typically causes the retail investor to sit on the sidelines.

Furthermore we're still identifying new opportunities to enhance our market leading position. During the quarter we effected an enhancing store FA training program a result of a year long study to improve our return on investment. Specifically we have tightened a timeframe to make decisions on continuing our investment in trainees, which reduced our FA census this quarter, but we expect to increase our returns from the program. We are also continuing to invest in our platforms and planned initiatives to deliver a new online platform for all ML clients, upgrade our advisor work stations, support international growth by adding local products and platforms outside the U.S.

Lastly in GIM net revenues were $299 million for the quarter year-over-year growth at 15%, was driven primarily by an increase in earnings from our investment at BlackRock, which John touched upon earlier. That concludes my discussion of the segments. Now we will turn briefly to the firm as a whole and discuss expenses.

I'll start with the compensation expenses for the quarter which were $4.2 billion, and reflect increased headcount levels and productivity for FAs from year ago partially due to acquisition. Comp expenses also include approximately $180 million related to the accelerated vesting of restricted stock we effected last quarter. As John mentioned we intend to reduce our headcount by about 4,000 employees or 10% of our work force excluding the financial advisors and investment associates. These headcount reductions will occur predominantly in GMI and support areas but they will not impact the FA or investment associa population. We estimate the cost savings from this reduction will be approximately $800 million of compensation expense on an annualized basis which includes approximately $600 million for the remainder of 2008.

As a result we expect to record a restructuring charge of approximately $350 million in the second quarter of this year. On a noncomp cost they increase 10% year-over-year to $2 billion largely related to acquisitions, increased headcount and growth in brokerage clearing and other expenses during the quarter. As I mentioned, managing the firm's expenses to be better in line with the business activity our key focus for 2008. At year end and adjusting for our convertible preferred securities on an if converted basis, total equity capital was $41.3 billion and our adjusted book value per share was $28.93 reflecting the impact of our net loss and increased negative balance at OCI. And our effective tax rate was 40% for the quarter, a significant increase reflecting changes in the geographic mix of our earnings.

Finally as John mentioned in terms of outlook we remain cautious in the near term and continue to monitor the U.S. economic environment. Merrill Lynch is truly a global firm and we continue to be optimistic regarding our long-term growth opportunities in each of our major business lines, particularly outside the U.S. And with that we will open it up to questions, thank you.

www.streetevents.com Contact Us 5

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

QUESTIONS AND ANSWERS Operator (OPERATOR INSTRUCTIONS) Your first question comes from Jeff Harte with Sandler O'Neill. Sir, your line is open. Mr. Harte, your line is open. That question has been withdrawn. Your next question comes from Glenn Schorr with UBS.

Glenn Schorr - UBS - Analyst Maybe the first question just on mechanics. I get the securities don't like it, but I get the securities and the bank portfolio a lot of the marks go to the OCI line. Can you just help me with what differentiates a mark, a marketing-to-market in the securities portfolio that would go through the P&L versus anything else?

Nelson Chai - Merrill Lynch - CFO Well, in our bank investment portfolio as you know we've invested in some ABS, some prime, but mostly ALT-As. We've obviously done our analysis of the position. And we believe we have the ability intent to hold until maturity, which we intend to do. There obviously are differences between the individual pieces. And again, we maintain the same (inaudible) we always have, which is we continue to monitor each of the positions if there are any kind of price fluctuations if you will to determine whether or not we'd maintain them in OCO or whether or not they move other. And as you know, as I mentioned in the quarter we had about $400 million that we took into OTTI which is-- and take it to the P&L.

Glenn Schorr - UBS - Analyst Okay. So it's just-- if there's temporary or permanent impairment.

Nelson Chai - Merrill Lynch - CFO Yes, we have an impairment [test] in process, I would say based on what I know of it ours is actually very conservative relative to others, but-- so we do test each of the pieces in there as the markets fluctuate.

Glenn Schorr - UBS - Analyst Okay. Moving on, can you comment on what gross and net adjusted leverage ratios were and just thoughts on them, move forward-- moving forward?

Nelson Chai - Merrill Lynch - CFO Well, the adjusted leverage ratio got reduced from about 17.7 times at year end to 16.2 times. And again, when you say as we move forward I'm not sure I understand the question.

Glenn Schorr - UBS - Analyst Well I think there's pressure and talk by some that leverage ratios need to move, move lower as imperfect as the measure as it is. And--

www.streetevents.com Contact Us 6

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

Nelson Chai - Merrill Lynch - CFO Yeah, I think we'll continue to focus on that, I think you heard John's comments. I mean we continue to focus on reducing our illiquid positions. We've taken our risk weighted assets down 7% in the quarter. It's a big focus of ours and it also is one of the drivers, as you know John mentioned earlier that in the capital ratio calculation it's two sided, and so we continue to do a very, very good job on our risk weighted assets. And as John mentioned earlier, the line for well capitalized at 10% and we are doing very well relative to that.

Glenn Schorr - UBS - Analyst 10%?

Nelson Chai - Merrill Lynch - CFO No, no that's not our number, Glenn, but--

Glenn Schorr - UBS - Analyst I'm with you, I'm with you.

Nelson Chai - Merrill Lynch - CFO We don't disclose what our, what our-- where we are today.

Glenn Schorr - UBS - Analyst Last one, is you at last look last quarter there was a large refinancing need, meaning just debt coming due over the balance of '08. Can you just talk about how much has been done, what your plans are lastly on the debt side and how much of the higher funding cost are direct impact versus there's an offset on the asset side?

Nelson Chai - Merrill Lynch - CFO Well, first of all if you look, and John mentioned the excess liquidity pool we had which is $82 billion at quarter end and there's actually greater than our funding obligations, I think in the 10-K you saw that we talked about $44 billion of debt maturities coming due in 2008. We obviously continue to roll commercial (inaudible), but we obviously will continue to be active in the markets and look for opportunities. As you know as we talked about capitalization and debt I mean we have funded some of the stuff just by reducing the balance sheet, and we continue to do that. In the first quarter given where the credit markets were the returns were much better to do that and obviously we focus very much on continuing to do both. And so I think you'll see us continue to look at reducing the balance sheet which obviously reduces the need for the funding, but importantly we will be looking at the markets in the back quarters of the year.

Glenn Schorr - UBS - Analyst Okay thanks now.

www.streetevents.com Contact Us 7

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

Nelson Chai - Merrill Lynch - CFO Okay.

Operator Your next question comes from Matt Fischer with Deutsche Bank.

Mike Mayo - Deutsche Bank - Analyst Hi, it's Mike Mayo. Could you just confirm the lower guidance for pro forma book value, is that strictly due to the loss this quarter and OCI?

Nelson Chai - Merrill Lynch - CFO Yes.

Mike Mayo - Deutsche Bank - Analyst Okay. And the decline in the brokerage margin, I think you said on a core basis it would have been closer to 22% to 23%. But are you looking to improve that or you just need better markets for that to improve?

Nelson Chai - Merrill Lynch - CFO Well I think, first of all, there's a seasonal thing in terms of payroll taxes and where some of that stuff comes in, Mike. We also mentioned that we took an $80 million reserve against the client receivable as well. So I think when we talked about on a more normalized basis that was the number that you're referencing and yes, we're always looking to improve our margins.

Mike Mayo - Deutsche Bank - Analyst And I know this is a sensitive topic, but the FA's are protected from the new restructuring. But as you point out, investors are kind of sitting on the sidelines. At what point do you need to reconsider that?

John Thain - Merrill Lynch - Chairman of the Board, CEO Well, as you heard our (inaudible) business is actually doing great. It's adding assets, it had record revenues and as long as they keep doing that I don't see any reason we would reconsider this.

Mike Mayo - Deutsche Bank - Analyst Okay. And then one question I get a lot, you mentioned at the top of the conference call BlackRock's worth $13 billion and it's on the balance sheet for $8 billion. What's the unique synergy that you need to maintain that investment? I mean why not monetize that unrealized gain of $5 billion?

www.streetevents.com Contact Us 8

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

John Thain - Merrill Lynch - Chairman of the Board, CEO There's a great relationship between our two companies and the ability for them to create products that we then distribute through our system is working very well. And so I-- we really wouldn't want to disturb that relationship. And frankly that the earnings that are being generated from BlackRock are very positive for us.

Mike Mayo - Deutsche Bank - Analyst And then lastly, what metrics should we look going forward when we analyze your leverage? I mean some firms say the leverage ratio is what they're managing to and other firms say there's five or six different measures. Should we think about Tier 1 ratios a few quarters from now or how should we think about that?

John Thain - Merrill Lynch - Chairman of the Board, CEO Well as you know we are operating under the (inaudible) framework, so obviously we take a lot of credence in looking at our regulatory capital, our risk weighted assets, and we are going to focus on that. And I know those numbers aren't disclosed today. What we hear in the market place is that they will likely push towards the back half of this year in terms of having all the forms-- firms disclose it. Additionally we look at the adjusted assets as well which we talked about in that ratio there, the adjusted leverage.

Mike Mayo - Deutsche Bank - Analyst And we should have that by the fourth quarter at the latest?

John Thain - Merrill Lynch - Chairman of the Board, CEO Well again, we'll see, again we will dictate what we're asked to do in terms of our disclosure. Obviously we're working with other parties regarding this. In --

Mike Mayo - Deutsche Bank - Analyst Okay, thank you.

John Thain - Merrill Lynch - Chairman of the Board, CEO You should expect it in 2008 is what we hear.

Mike Mayo - Deutsche Bank - Analyst Thanks.

Operator Your next question comes from Prashant Bhatia with Citigroup.

www.streetevents.com Contact Us 9

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

Prashant Bhatia - Citigroup - Analyst Hi. Just on the-- you talked about you don't need to raise capital, you've been very clear on that. Can you just walk through the thought process on what would drive you to change that number one? And number two can we infer that because you don't need to raise capital as you've said, that you're expecting to be profitable in the quarters ahead?

John Thain - Merrill Lynch - Chairman of the Board, CEO Sure. At the end of the year last year we raised $12.8 billion of new capital and for '07 as you know we lost $8.6 billion. So we basically raised $4.2 billion of excess capital. That capital, that excess capital was intended to reassure the market that we didn't have to come back into the equity markets and that we-- it did give us the capital base to go forward into 2008. And that continues to be the case. Your comment about profitability going forward, we obviously don't, we don't give guidance, so we're not going to project anything. But your comment is a very, very reasonable expectation.

Prashant Bhatia - Citigroup - Analyst Okay. Also on the ALT-A side, it looks like you added some at ALT-A assets as well ahead of the bank, are you buying ALT-A assets in the marketplace? And I guess your marks of $0.70 on the $1, is there-- do you have a view on if that's reflecting the cash flow characteristics of these assets or is that really market pressure?

John Thain - Merrill Lynch - Chairman of the Board, CEO No, we did add to our ALT-A position, we did buy some.

Prashant Bhatia - Citigroup - Analyst Okay. And where they're valued is that more the pressure in the marketplace or is that you think reflective of --

John Thain - Merrill Lynch - Chairman of the Board, CEO No, no I think it's absolutely because of forced liquidations. And so I think that the prices that the ALT-A's traded at were very low and were driven down by forced liquidations.

Prashant Bhatia - Citigroup - Analyst Okay. On the auction rate securities can you update us on how much of these securities are owned by Merrill Lynch clients and maybe a view on how you think this issue gets resolved over time?

John Thain - Merrill Lynch - Chairman of the Board, CEO Sure. Our clients own about $18.5 billion of them. Of that $18.5 billion about $12 billion are closed-end funds which are the most problematic of them. And we have been working with those closed-end funds to refinance the securities which is the ultimate answer here. And you've seen (inaudible) announced the intention to do that, you saw BlackRock a couple days ago announce the intention to do that, that's, that is, that is the answer to this problem. Ultimately these things are very well protected from a credit point of view, and so I don't think there's any question that the investors will ultimately get their money back at par, but they have to be refinanced and that's what we're working to do.

www.streetevents.com Contact Us 10

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

Prashant Bhatia - Citigroup - Analyst Okay. And then one final question, the (inaudible) can you talk about how you're using that facility?

Nelson Chai - Merrill Lynch - CFO The Feds, the Feds facility?

Prashant Bhatia - Citigroup - Analyst Yeah.

John Thain - Merrill Lynch - Chairman of the Board, CEO We've tested it so that we can use it if we wanted to, but we have not actually used it to any significant amount.

Prashant Bhatia - Citigroup - Analyst Okay, thank you.

Operator Your next question comes from the line of Susan Katzke with Credit Suisse.

Susan Katzke - Credit Suisse - Analyst Thank you. Two questions. One, can you talk about the private equity business a little bit within the equities business and just review again what the negative mark was this quarter and what your intentions are for your larger single name holdings, whether or not you want to continue holding those concentrated positions or you will seek to exit or hedge them? And then second of all, when I looked at your fixed revenue run rate of $1.9 billion before marks, that's materially below where fixed revenues ran in prior quarters before the market dislocation. And while I understand certain businesses aren't performing if you look at volumes and volatility in the first quarter, I would have expected a higher level of run rate. So can you walk us through the businesses that weren't working and why?

Nelson Chai - Merrill Lynch - CFO Okay, Susan this is Nelson, let me handle the private equity question. In the first quarter last year, because it's really the comparison you're asking about, we had revenue of about $450 million there and it had to do with mark-to-market on positions. As you know we have publicly traded companies in that portfolio and there because of the market and a few of the larger positions traded down during the quarter. We took, the net revenue was down $200 million. That actually is a fairly significant swing if you think on year-over-year basis. In terms of what our position is, is that we will evaluate what we think the relative value is of each of the positions periodically which we do. And if we think that it makes sense to exit the position because the prices are right, we will. I think fundamentally we still like the properties we have in our book.

www.streetevents.com Contact Us 11

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

Susan Katzke - Credit Suisse - Analyst Okay. I'm confused though. You said your private equity marks were down $200 million year-over-year so they were still net positive?

Nelson Chai - Merrill Lynch - CFO No, no, no, I'm sorry. The revenues a year ago would have been a positive $450 million.

Susan Katzke - Credit Suisse - Analyst Right.

Nelson Chai - Merrill Lynch - CFO Revenues in the first quarter this year are down $200 million but--

Susan Katzke - Credit Suisse - Analyst Okay.

Nelson Chai - Merrill Lynch - CFO Negative $200 million, so that's a negative-- that's a $650 million swing.

Susan Katzke - Credit Suisse - Analyst Okay. Thanks for the clarification.

Nelson Chai - Merrill Lynch - CFO Sure.

John Thain - Merrill Lynch - Chairman of the Board, CEO In terms of the trading revenues in FICC, March was a much more difficult month than January or February. And so it's really the negative impact of March which I think was a significantly more difficult month across the board on the street. And so that's really what impacted the revenues.

Susan Katzke - Credit Suisse - Analyst Okay, great, thank you.

Operator Your final question comes from the line of James Mitchell with Buckingham Research.

www.streetevents.com Contact Us 12

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

James Mitchell - Buckingham Research - Analyst Hi. Most of my questions were asked and answered, but just maybe if you could talk about the comp. It did come in a little higher, there clearly wasn't a lot of flexibility there, can you talk about what we can think of as a reasonable compensation line going forward I guess from a comp ratio in a more normalized revenue environment?

John Thain - Merrill Lynch - Chairman of the Board, CEO Right and I guess what I would say, the comp line there's about $200 million of incremental in this quarter versus the year ago quarter and that had to do with the acceleration of some employee stock. In addition to that, the comp in the first quarter did include some continued acquisition and stuff. As I mentioned in my comments we are in the process, and we an announced today, that we are going to reduce our head count by 4,000 employees versus the end of the year. And so I think as we work forward, obviously the comp is two metrics. One is the extra number of employees and you're seeing the action we're taking there. And the other is really on the discretionary side. And that business will continue to be scaled relative to the performance of the business. So we don't give you forward guidance on things, but I think you can see that we're going to take the appropriate actions to continue to work through that. And I think you will see as we continue to break down and as we already have done already some of the files in the businesses and operating is one I think you'll see more opportunity for efficiency there.

James Mitchell - Buckingham Research - Analyst No, no I hear you, I just look at even if you take out the $180 million you're at a $4 billion, so on an annualized basis $16 billion, I think that's even a little more than what you accrued for last year. And not really materially down from the first half of last year when you were in the 47, 48 range despite a much lower revenue environment. I'm just trying to-- is it really just the acquisition of Republic in there and a couple other things, it just seems-- that just seems a little high, that's all.

John Thain - Merrill Lynch - Chairman of the Board, CEO Yeah, yeah. It is the acquisition of First Republic.

James Mitchell - Buckingham Research - Analyst Okay. All right, fair enough, thanks.

John Thain - Merrill Lynch - Chairman of the Board, CEO Okay.

Operator This concludes today's conference call. You may now disconnect.

www.streetevents.com Contact Us 13

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial. FINAL TRANSCRIPT Apr. 17. 2008 / 8:00AM, MER - Q1 2008 Merrill Lynch Earnings Conference Call

DISCLAIMER

Thomson Financial reserves the right to make changes to documents, content, or other information on this web site without obligation to notify any person of such changes. In the conference calls upon which Event Transcripts are based, companies may make projections or other forward-looking statements regarding a variety of items. Such forward-looking statements are based upon current expectations and involve risks and uncertainties. Actual results may differ materially from those stated in any forward-looking statement based on a number of important factors and risks, which are more specifically identified in the companies' most recent SEC filings. Although the companies may indicate and believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate or incorrect and, therefore, there can be no assurance that the results contemplated in the forward-looking statements will be realized. THE INFORMATION CONTAINED IN EVENT TRANSCRIPTS IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE CONFERENCE CALLS. IN NO WAY DOES THOMSON FINANCIAL OR THE APPLICABLE COMPANY ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY EVENT TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S CONFERENCE CALL ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.

©2008, Thomson Financial. All Rights Reserved. 1816898-2008-04-17T11:31:35.270

www.streetevents.com Contact Us 14

© 2008 Thomson Financial. Republished with permission. No part of this publication may be reproduced or transmitted in any form or by any means without the prior written consent of Thomson Financial.