Bank of America Corporation Acquires Merrill Lynch & Co., Inc. Conference Call on Sep. 15. 2008 / 8:00AM

FINAL TRANSCRIPT

BAC - Bank of America Corporation acquires Merrill Lynch & Co., Inc. Conference Call

Event Date/Time: Sep. 15. 2008 / 8:00AM ET

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© 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 Sep. 15. 2008 / 8:00AM, BAC - Bank of America Corporation acquires Merrill Lynch & Co., Inc. Conference Call

CORPORATE PARTICIPANTS Lee McIntyre Bank of America Corporation - IR Ken Lewis Bank of America Corporation - Chairman, CEO and President John Thain Merrill Lynch & Co., Inc. - Chairman and CEO Joe Price Bank of America Corporation - CFO

CONFERENCE CALL PARTICIPANTS Matthew O'Connor UBS - Analyst Chris Mutascio Stifel Nicolaus - Analyst Mike Holton The Boston Company Asset Management - Analyst Jefferson Harralson KBW - Analyst Ron Mandle GIC - Analyst Nancy Bush NAB Research - Analyst

PRESENTATION Operator Good day, and welcome to today's conference call. At this time, all participants are in listen-only mode, and please note this call is being recorded. I would now like to turn the call over to Mr. Lee McIntyre.

Lee McIntyre - Bank of America Corporation - IR Good morning. This is Lee McIntyre, Investor Relations with Bank of America. Before we begin our comments this morning, 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. Those 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 our press release and our SEC documents.

I will now turn the call over to Ken Lewis.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President Good morning. Thanks for joining us for this important announcement. This combination of Bank of America and Merrill Lynch brings together two story brands and creates a company unrivaled in its breadth of financial services and global reach.

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The partnership with Merrill Lynch and 60,000 employees is an ideal long-term fit for Bank of America. With this transaction, we get the premier brokerage and asset management firm, including approximately 50% ownership stake in BlackRock, over 16,000 financial advisers and a strong private bank.

With our strong and growing retail franchise and customers who seek and need investment advice, Merrill Lynch brokerage provides us with immediate platforms with expertise, strength, and delivery capabilities. We have retail banking distribution. They have financial advisers, giving us the capability to provide client solutions across the full range of both banking and investment products.

Merrill Lynch is also obviously a leading investment bank with a deserved reputation for excellence across a wide range of businesses doing business in 40 countries. Bank of America's strength in domestic fixed income will now be enhanced with the global reach and capabilities of the Merrill Lynch platform, as well as their global equities and M&A capabilities.

We also expect to gain management strength and leadership and deepen our existing strong talent base branch. Specific decisions about the structure of the new management team will be developed as we move through our integration process.

As you all know, the financial system is operating under almost unprecedented stress. The Federal Reserve and other regulators have taken positive steps, as you likely saw yesterday (technical difficulty).

Operator The conference will now resume.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President We had some technical difficulties and I was talking about the stress the financial system is under. And also in addition to the Federal Reserve actions, in close coordination with the agencies, the banks, likewise, have consolidated efforts to provide liquidity. Many strong companies have fallen victim to this environment while others have capitalized on opportunities as they have prepared themselves. Merrill has been a strong, respected competitor in the marketplace that we know well, but the market continues to question [availability] of the stand-alone investment bank.

This transaction helps ensure Merrill Lynch can continue to operate effectively for their clients on enhancing the long-term value we can create for Bank of America's shareholders.

Let me provide you some additional context for the opportunity we see. First, the addition of Merrill Lynch further diversifies our business mix. It substantially enhances our investment banking capabilities. In particular, it establishes leading positions in global debt underwriting, global equities and global M&A advisory.

You'll notice I used the term "global" three times. One of the great things about this transaction for Bank of America is that Merrill's international operations complements our global corporate banking and treasury management services by significantly adding to our global investment banking capabilities. Combined, the two companies have almost 20,000 financial advisers and hold $2.5 trillion in client assets.

As you know, one of Bank of America's growth priorities is the mass affluent segment. We will finally have enough financial advisers to fully take advantage of that opportunity.

Merrill also brings global scale in investment management. Bank of America today has an unparalleled consumer franchise. We serve 59 million consumer and small business households, about one in two American households. Our retail footprint covers

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78% of the US population. You all know about our unrivaled distribution with 6,100 banking centers, 18,500 ATMs and leading online and mobile solutions.

This unparalleled franchise has resulted in leading positions in what we consider the three cornerstones of a banking relationship -- deposits, credit and debit card, and home loans. With today's announcement, we strengthen what we think is the final piece with wealth management. We will now be able to more effectively serve retail clients throughout their lifecycle, from college and home loans to payment vehicles to investments for college through retirement.

The opportunity is also significant in corporate investment banking, where Bank of America has the leading list of clients from small businesses to large corporations. Merrill brings a number of capabilities that should allow us to deepen many of those relationships, making us a more valuable partner and creating more value for shareholders. Joe will take you through the financial story, but one important point is how this transaction serves to further diversify our earnings stream. You can see on the slide that the additions to our markets and wealth management businesses make been bigger in relation to our consumer and small business segment.

Before John Thain spends a few minutes talking about the strengths of the Merrill Lynch platform, I want to reiterate that this was a unique opportunity to acquire a high quality company that will not only greatly enhance our long-term prospects, but truly creates a firm that is unparalleled in the industry. I'll turn it over to John.

John Thain - Merrill Lynch & Co., Inc. - Chairman and CEO Thank you, Ken, and good morning, everyone. I just want to add to Ken's comments about what a tremendous strategic fit our businesses are here and what great opportunities we see for the future of this combined franchise.

As you know, Merrill Lynch is the leading wealth management firm in the world and one of the leading investment banking, sales and trading firms. And if you look at our revenue generation capability, even in a difficult market environment, the combination of our wealth management business and our investment banking sales and trading businesses generated, in the second quarter of this year, $7.5 billion of revenues and just under $2 billion of pre-tax income before any marks or credit valuation adjustments.

The business is a diversified one that is split between our wealth management and our investment banking, sales and trading is 41% wealth management; 3% through our investment management; and then split between investment banking equities and fixed income.

It's also a very international business. On the investment banking sales and trading side, over 50% of our revenues are outside the United States. And we see very attractive growth opportunities in those faster-growing parts of the world. We have a very strong footprint in India. We are building out our presence in Brazil. We see great opportunities in China, and we have a small but growing operation in Russia. And we are in the process of building our business in the Middle East. So the combination here of our businesses and Bank of America's, I think, will allow us to expand our international presence.

The last point I want to make is on our financial adviser network. No matter how you measure Merrill's financial adviser system, we are the leading wealth management operation in the world. We have over 16,000 financial advisers. There has been a consistent growth in that. We have continued to add net new assets. Over the last 12 months in spite of the difficult market environment, we added $55 billion of net new assets. We have also continued to increase the percentage of revenues in our wealth management operation that are annuitized. Over 70% of our revenues come from recurring sources. And whether you look at revenues per financial adviser, assets per financial adviser, our wealth management system is by far the best in the world. So we believe this combination offers us great opportunities, and we are very excited about the prospects for our combined companies.

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I would now turn it over to Joe.

Joe Price - Bank of America Corporation - CFO Thanks, John. Let me take you through the transaction terms. First of all, it's an all stock deal. We will exchange 0.8595 shares of Bank of America's stock for each Merrill Lynch share. This equates to a little more than $50 billion in total consideration based on Friday's closing price. As a result, we will issue just over 1.5 billion shares after considering stock options, restricted stock and convertible securities. The price represents roughly 1.8 times stated tangible book value. It's roughly 12 times Merrill Lynch's 2009 projected earnings based on the First Call consensus estimates.

Now while the price paid reflects a 70% premium to the deflated price of last Friday's close, it's a 29% premium to the average of the last five days, which we think is a much better indicator. Obviously, Merrill Lynch's stock was much higher prior to the current market turmoil.

Now the transaction requires approval by shareholders of both companies and the appropriate regulators. Both boards have approved the transaction. And we expect to close by the end of the first quarter of 2009, if not earlier.

Now let me go through some of the assumptions we considered to help you analyze the transaction. We used the First Call consensus estimates as a base for modeling the transaction and we assumed an early first-quarter 2009 close, so you should include Merrill's results as part of our numbers for that entire year. We expect cost savings of approximately $7 billion pre-tax fully realized by 2012. These savings represent roughly 10% of the expense base for the combined company. The savings in year one represent just over 20% being realized accelerating to become fully realized in the fourth year.

Now, the savings would be centered in the areas you would expect, with head count reductions across both platforms, including overlap in back office and support functions and processes, as well as vendor leverage. We will also be optimizing much of the real estate of the two companies.

Now also included in our assumptions are amortization costs or expenses of roughly $450 million for deposit and other intangibles created in the deal. We estimate the restructuring charges will be around $2 billion after tax and have excluded the impact of those charges from our modeling for EPS accretion. Some of this will go through the income statement and some will only impact the balance sheet.

Now taking all these factors into consideration, we estimate the transaction to be 3% dilutive in the first year and breakeven to slightly accretive in the second year before restructuring charges.

Just to touch on a few other things of importance in the transaction before taking questions, from a risk or due diligence perspective, as you heard Ken say, we competed against Merrill Lynch and have known them well for years in addition to discussing business opportunities several times. We sent in a large team to review areas such as asset valuations, trading positions, and the like.

We also were joined by a team from JC Flowers that had done extensive due diligence over some time in reviewing other potential transactions, so they were very familiar with Merrill Lynch's books. In terms of capital, the transaction creates roughly $23 billion in goodwill and $6 billion in other intangibles. We estimate the impact of Tier 1 capital at 20 to 25 basis points.

Now you may remember that we ended the second quarter at 8.25% for our Tier 1 capital ratio and then said the impact of the Countrywide deal that closed on July 1 would be 60 to 65 basis points. So as you can see, we remain well above the well capitalized minimums, but below our stated target. We will continue to work back towards the 8% target, considering both capital options and reductions in our risk-weighted assets.

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Now one last thing, Merrill Lynch had about $100 billion in deposits -- or has about $100 billion in deposits at the end of the second quarter. None of these count towards the deposit cap limit, as thrift and ILC deposits are excluded from that computation.

As both Ken and John said, this transaction moves the ball forward many yards in our wealth management and investment banking businesses on both a domestic and global front. The advantage a company like Bank of America has is that with our strength, diversity and scale, we can continue to manage through today's tough environment and still be positioned to take advantage of rare opportunities to expand our franchise for the long-term benefit of shareholders. I thank you for your attention and will now be happy to field any questions.

QUESTIONS AND ANSWERS Operator (Operator Instructions). Matthew O'Connor, UBS.

Matthew O'Connor - UBS - Analyst Longer-term it seems like this deal has the opportunity to be a home run, but obviously there's a lot of near-term uncertainty. I think a lot of people would view Merrill stock as selling off today and this week if the deal had not been announced. So I guess the question is why pay $29 at this point?

Ken Lewis - Bank of America Corporation - Chairman, CEO and President It's an obvious good question. You can think of several scenarios. One, probably the more likely is that Merrill had the liquidity and capacity to see this through. It's not necessarily easy because of just the times. But more likely than not, they would have seen this through and come out on the other side.

Secondly, there's always the possibility of investment in Merrill Lynch by others and so then others would have that opportunity.

And then finally, we could have rolled the dice and possibly could have got it at a cheaper price. We thought the long-term benefits were so overwhelming, it was such a strategic opportunity that we elected not to roll the dice and to go ahead and do it at this time.

Again, and also, I don't know anybody who is perfect at picking the absolute bottom and we thought we had a compelling situation for the shareholders over the long term at the time we did.

Matthew O'Connor - UBS - Analyst Okay. And maybe you could just provide a little more color on some of the due diligence that was done. Obviously, there is a lot of speculation that you were also doing some work with respect to Lehman. And just wondering how much work you could have done with respect to Merrill. And then I guess also, what kind of protection do you have if say six months from now, the environment proves that much worse than we are right now?

Ken Lewis - Bank of America Corporation - Chairman, CEO and President Joe, you want to go over it again in terms of -- and the JC Flowers piece is key because they were renewing an effort that had already gone on and had been very, very expensive, but --.

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Joe Price - Bank of America Corporation - CFO Mat, to kind of reiterate, but maybe give you a little bit more clearly, we have had a tremendous amount of historical knowledge, both as a competitor with Merrill Lynch, but also have reviewed and analyzed the company over the years.

As Ken referenced, we did have an advisor several among them, JC Flowers with pretty extensive knowledge of the company. And while none of us like the market turmoil we have been through in the last year, it has caused us all to be much more attuned to the quality of particular name credits and/or other asset classes, so it's not as if we don't have a very significant knowledge of the markets around the asset classes that are most problematic.

In addition, as you would expect, we deployed the team that we would ordinarily deploy in these types of situations, which had well over 45 people from our team on site as well as others off site, outside counsel, and the like. So collectively with that group and quite frankly, the progress that Merrill Lynch had made in reducing the risk exposures such, and analyzing them and having all of that laid out, given the efforts that the management team has made over the last period, made it possible for us.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President One reference was that in comparing it to a previous review that it was night and day, that John and his team had made incredible progress since the first time they had looked at it.

Matthew O'Connor - UBS - Analyst Okay. And then just last question if I may, you mentioned the capital ratios below your target. I think you will be in the low 7s on a Tier 1 pro forma for Countrywide and Merrill, which is obviously still well above the 6% well capitalized. But how do you anticipate rebuilding the capital? And my guess is you would want to build in some cushion in case the environment deteriorates more than we are looking for.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President Matt, as I said, we will continue to evaluate all the opportunities we have to rebuild that capital. When -- as we referenced a few minutes ago, we do have dimunition because of the Countrywide transaction. Remember this transaction is likely not to close until the first quarter also, so there's some time lapse between now and then, but we will continue to evaluate the asset level management, any other opportunities we have to rebuild capital during that period, as well as the ongoing earnings of the Company.

Matthew O'Connor - UBS - Analyst And those options I assume would include monetizing some of the China Construction, reevaluating a dividend?

Ken Lewis - Bank of America Corporation - Chairman, CEO and President All options, Matt. The only thing I would said about China Construction Bank is that while their options -- the one constant thing that we like to say is we will meet -- we plan to have a substantial position in China Construction Bank for a long time and we don't know much further than that.

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Matthew O'Connor - UBS - Analyst Thank you very much.

Operator Chris Mutascio, Stifel Nicolaus.

Chris Mutascio - Stifel Nicolaus - Analyst Matt just answered my question. I was going to follow up with, Ken, with your comments on global on several occasions during the presentation, does that mean you are less likely to sell China Construction Bank? But I think you just answered it. Thank you.

Operator Mike Holton, The Boston Company.

Mike Holton - The Boston Company Asset Management - Analyst If you look at Merrill's balance sheet as of today, the resi real estate assets are like $40 billion, almost $44 billion; commercial real estate assets are just over $17 billion; and then there's a little bit left of CDO. I'm curious what your assumptions are for the marks that are likely -- that you are likely going to need to take on those and our marks on those assets included in any of the numbers that you guys presented today? Thanks.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President The numbers that we presented today, we have considered marks on the assets as well as planned actions that Merrill Lynch has either executed or had in the works during the quarter as they've continued to make progress in risk reduction. So those have been done.

I would tell you that again, going back to the point on things such as CDOs, we have very similar methodology valuations and we have very similar marks. The structures -- we're dealing with the same counterparties on things. So again, back to the earlier point, we're pretty familiar with the types of assets and feel pretty good about the progress that Merrill Lynch had made itself. And John, you may want to elaborate on that.

John Thain - Merrill Lynch & Co., Inc. - Chairman and CEO Yes, let me just add. As you know, we have been consistently reducing the risky assets on our balance sheet. The biggest single transaction was the sale of the 30 billion notional amount of CDOs. But subsequent to the end of the second quarter and subsequent to that sale, we have continued to sell risky assets, and so you will see when we report our third-quarter balance sheet, you will see a further reduction in those risky assets, most of which has already been completed.

Mike Holton - The Boston Company Asset Management - Analyst Can you quantify approximately how much you think will have been taken off the balance sheet by the end of the third quarter above and beyond what you publicly announced?

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John Thain - Merrill Lynch & Co., Inc. - Chairman and CEO Not before we report for the third quarter.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President Within a few days. Weeks.

Operator Nancy Bush, NAB Research.

Operator Jefferson Harralson, KBW.

Jefferson Harralson - KBW - Analyst I want to follow up on Mike's question about the marks. Can you quantify the marks that you are taking out of the Merrill balance sheet in order to [rival] your Tier 1 capital projection?

Joe Price - Bank of America Corporation - CFO Not at this time, we're not prepared, but all the marks are preliminary and obviously given the public information in those marks, we're not -- we do not want to create a situation where it causes prerelease of Merrill Lynch's numbers. Obviously, the quarter is not over, so a lot of it is based on those forecasts. So I'm not prepared to go into any more detail at this time on them. But again, I think the progress that has been made in reducing the risk positions as well as the items that John just described substantially take care of most of the marks that we were looking at.

Jefferson Harralson - KBW - Analyst Thanks. And can you talk about a pro forma tangible capital ratio at BAC for this deal?

Joe Price - Bank of America Corporation - CFO Let me get back to you, only because I don't have the stuff in front of me. We were focused on Tier 1. Obviously though, the capital stack that Merrill Lynch has made progress with in recapitalizing has a significant component of common compared to some other institutions. And so that will be -- that will obviously contribute to -- and this being an all stock deal obviously helps also.

Jefferson Harralson - KBW - Analyst Do you think it's going to be accretive to your current tangible book value? Tangible equity capital ratio?

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Joe Price - Bank of America Corporation - CFO Let me come back to you guys when we do earnings and we will provide that for you.

Jefferson Harralson - KBW - Analyst And then lastly, do you have any thoughts on state bonuses for the retail brokers at Merrill?

Ken Lewis - Bank of America Corporation - Chairman, CEO and President We have the capacity to do that and would plan to do something because it is the crown jewel of the Company. I would add that this transaction is actually quite positive from a financial adviser's point of view and I think gives them a lot of comfort with the long-term both financial stability of the combined institution, but also the great opportunities that they will have when they have access to all of the customer base of Bank of America.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President I mean think about it. The sweet spot for Merrill Lynch is our Premier Group. That's about 700,000 clients in the client managed piece and about 8 million in the mass affluent market that's in the branches that are not client served. And the financial advisers need to get ready to begin receiving a lot of referrals.

Jefferson Harralson - KBW - Analyst Thanks a lot, guys.

Operator (Operator Instructions). Ron Mandle, GIC.

Ron Mandle - GIC - Analyst I was wondering if you could talk a little more about the cost savings -- you said the $7 billion is 10% of the combined expense base. I was wondering what expense base? And it strikes me as a lot, given that Merrill's costs were only about $6 billion in the latest quarter. And also, the restructuring charge is smaller than the savings; typically it's equal to one year's worth of savings. And then I guess the last question on the amortization expense, the $450 million, I assume that's pretax?

Joe Price - Bank of America Corporation - CFO On the last question, Ron, yes. And driven principally by the identifiable intangibles, obviously, which would entail customer lists, both institutional as well as retail side, and deposit -- and some deposit premium on the deposit base.

Ron Mandle - GIC - Analyst Okay -- but you -- yes, on the cost save, that's 10% of what?

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Joe Price - Bank of America Corporation - CFO Yes, combined annualized cost base.

Ron Mandle - GIC - Analyst Cost base of Bank of America's corporate and investment bank? I'm not sure.

Joe Price - Bank of America Corporation - CFO Combined institution base. It is (multiple speakers)

Ron Mandle - GIC - Analyst It just seems like it's very large, given how different the companies are and relative to the restructuring charge as well.

Joe Price - Bank of America Corporation - CFO Well, we do intend to be very aggressive on the cost side or the efficiency side. We think that we have the scale opportunity here to drive that and we'll look at it.

I guess the other point I would make in addition to the cost side was Ken's earlier reference that we haven't really assumed anything on the revenue synergy side here, and there is a tremendous opportunity for us. So to the extent that we are -- and we intend to be very aggressive after these costs. But to the extent that we have a little dimunition on that side, we have not contemplated anything on the other side that we clearly know will be there.

Ken Lewis - Bank of America Corporation - Chairman, CEO and President Including also on investment banking, that that huge corporate customer base that we can now sell into with a much wider range of products.

Ron Mandle - GIC - Analyst What about revenue loss from people who are doing business with both Merrill Lynch and Bank of America now and may want to diversify their vendor?

Ken Lewis - Bank of America Corporation - Chairman, CEO and President There will be some, I'm sure. But again, if we over-estimate anywhere on cost savings, I think we have underestimated on the revenue side.

And then secondly, we're good at this. This isn't our first time. And more often than not, if not always, when we say we're going to get X amount of expense saves, we give them.

Ron Mandle - GIC - Analyst And that's the last question about the size of the restructuring charge relative to the expense savings?

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Joe Price - Bank of America Corporation - CFO Because of the longer-term -- a number of reasons, but let me give you a typical one that will help you a little bit, Ron. Because of the longer-term nature of getting the cost saves out, we will be able to handle maturing contracts versus penalties. We may be able to handle attrition in some cases more than potential severance-type issues. So there are a number of factors based on the pace and scale of the attributes that we feel will contribute to that.

Ron Mandle - GIC - Analyst Okay, thank you.

Operator Nancy Bush, NAB Research.

Nancy Bush - NAB Research - Analyst Can you just comment on the position or the holding in BlackRock and whether there are any quarks that are going to be encountered in this deal with regard to the BlackRock holdings?

John Thain - Merrill Lynch & Co., Inc. - Chairman and CEO We hold just under 50% of BlackRock as of last week. It had a market value of about $14 billion. There's no particular quarks as it relates to that holding.

Nancy Bush - NAB Research - Analyst Okay. Secondly, Ken, I think a lot of people are going to be asking this question. You have had sort of a varying attitude toward investment banking over the years. You've liked it; you've not liked it. Can you just kind of bring us up to date on where you stand on the whole subject of investment banking and how big an investment bank you want Bank of America to be?

Ken Lewis - Bank of America Corporation - Chairman, CEO and President Yes, I think well first, obviously, Merrill Lynch is much, much more than an investment bank. It's the best wealth management company in the world. But we've -- the frustration I think we've had is that maybe in some ways we were in no man's land and I don't know that. But we would have what I called a mission creep. We would stay focused, but it was very hard to stay within a narrow framework and not start getting out away from that and wanting to go international or wanting to get other businesses.

And so it was -- it has been frustrating, frankly, and we have had some stops and goes, obviously, but this solves that. This creates the company that instantly would have taken a decade to build. And I'm not sure in hindsight, if, in fact, you would ever spend that much money as quickly as you would need to do it to get there. So we probably would have been frustrated for quite some time, and this just changes that. And it really does.

The fact that we have the breadth of products that we have now and the capabilities into the -- it has to be the largest corporate banking franchise in the world, is just an incredible combination, so I like it again.

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Nancy Bush - NAB Research - Analyst And I guess I would ask both of you, the other significant piece of news of course this morning is the failure of Lehman. And what your exposures are; have you been able to clear counterparty positions; and what is the debris I guess going to be from that over the next few days and weeks for the two of you?

Joe Price - Bank of America Corporation - CFO I can answer our side. From our side, we have a nominal exposure to Lehman.

Nancy Bush - NAB Research - Analyst Great.

John Thain - Merrill Lynch & Co., Inc. - Chairman and CEO As do we.

Nancy Bush - NAB Research - Analyst Thank you very much.

Operator And there don't appear to be any other questions at this time. I'll turn the call to our speakers for any closing remarks.

John Thain - Merrill Lynch & Co., Inc. - Chairman and CEO I think we're done, operator. Thank you.

Operator This concludes today's conference call. Have a great day.

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