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Rating Action - Servicer:

Moody's lowers Bank of America (holdco snr to A2 from A1)

25 Mar 2009
Moody's lowers Bank of America (holdco snr to A2 from A1)

Preferred stock rating downgraded to B3 from Baa1

New York, March 25, 2009 -- Moody's Investors Service lowered the senior debt rating of Bank of America Corporation (BAC) to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1.

The rating agency also lowered the deposit and senior debt ratings of BAC's U.S. banking subsidiaries, including Bank of America, N.A., to Aa3 from Aa2, and its subordinated debt rating to A1 from Aa3. The banks' Prime-1 short-term ratings were affirmed. Bank of America, N.A.'s bank financial strength rating (BFSR) was lowered to D from B-. Moody's Bank Financial Strength Rating (BFSR) represents Moody's opinion of a bank's intrinsic safety and soundness and, as such, excludes certain external credit support elements.

The ratings outlook is stable for the bank deposit ratings, as well as for the senior debt and senior subordinated debt ratings at both the holding company and the bank subsidiaries. The outlook for the BFSR and the ratings on junior subordinated debt and preferred stock is negative. These actions conclude a review for possible downgrade that commenced on March 4, 2009.

Today's actions had no impact on the FDIC-guaranteed debt issued by Bank of America. That debt remains rated Aaa with a stable outlook.

The downgrades of the BFSR and the preferred stock ratings reflect Moody's view that Bank of America's capital ratios could come under pressure in the short-term, increasing the probability that systemic support will be needed. The more modest downgrades of Bank of America's deposits, senior debt and senior subordinated debt ratings are based on Moody's expectation of very high systemic support for these instruments, and the view that such support will enable the substantial value of its franchise to materialize in the medium to long-term. Such support, however, could be potentially harmful to preferred stock investors.

Today's rating actions are consistent with Moody's recent announcement that it is recalibrating some of the weights and relative importance attached to certain rating factors within its current bank rating methodologies. Capital adequacy, in particular, takes on increasing importance in determining the BFSR in the current environment. Meanwhile, debt and deposit ratings will reflect the fact that Moody's expects that its support assumptions will continue to increase for systemically important institutions during this global financial crisis. (Please see Moody's special comment "Calibrating Bank Ratings in the Context of the Global Financial Crisis")

BFSR DOWNGRADE DUE TO PRESSURES ON COMMON EQUITY

The downgrade of Bank of America, N.A.'s BFSR to D from B- reflects the increased probability of systemic capital support due to Moody's view that Bank of America's tangible common equity position could fall to comparatively low levels. Whereas Bank of America's current regulatory capital position is quite strong, Bank of America's Tier 1 capital is heavily dependent upon preferred stock and hybrid capital instruments, including $45 billion of preferred stock issued to the U.S. government. Bank of America reported a pro forma Tier 1 capital ratio of 10.7% as of year-end 2008. However, Moody's estimates that pro forma adjusted tangible common equity, after giving some credit to hybrid capital securities and excluding after-tax fair value adjustments for the debt of Merrill Lynch, was approximately 4.3% of risk-weighted assets as of the same date.

"Today's downgrade of the BFSR is driven by Bank of America's capital challenges, which are made more acute because U.S. banks access to the equity market is shut or very limited at best," said Moody's Senior Vice President, David Fanger. "This increases the likelihood of a capital initiative by the U.S. government to support Bank of America in the event that its tangible common equity position deteriorates further. The BFSR is intended to express an opinion about the likelihood of such an event," explained Mr. Fanger.

Moody's does not expect Bank of America to generate sizable amounts of capital until the second half of 2010, at the earliest. Higher unemployment, a weak U.S. economy, and challenging real estate markets are likely to contribute to a rise in delinquent and problem loans, most notably in credit cards, residential and commercial real estate loans. This will require significant additional loan loss provisions in 2009 and into 2010. In addition, although Bank of America benefits from a loss-sharing arrangement with the U.S. government on a pool of $118 billion in capital markets-related assets, it remains exposed to a $10 billion first loss position on those assets. "Earnings are therefore likely to be weak and, in light of Bank of America's sizable preferred dividend, could place significant additional pressure upon the company's already modest tangible common equity position," Mr. Fanger added.

When evaluating Bank of America's ability to absorb losses, Moody's incorporates additional factors other than Bank of America's current capital position. The additional factors include: 1) the mark Bank of America took against Countrywide's loans, which it acquired in July 2008, 2) the $13.8 billion in incremental loan loss reserves which the bank built over 2007 and 2008 to absorb higher credit costs caused by the current economic downturn, 3) charge-offs already taken during 2008 on the bank's residential and commercial real estate loans, 4) existing loss sharing arrangements with the U.S. government on capital markets assets as well as protection purchased from third parties on portions of the bank's residential mortgage portfolio, 5) tax-effecting forecasted losses, and 5) an assumption of continued strong pre-tax, pre-provision profitability, which is reduced by the preferred and common dividends that average about $1.3 billion per quarter.

The negative outlook on the BFSR, as well as on the preferred stock and trust preferred ratings, reflects Moody's view that the bank remains vulnerable to further declines in its tangible common equity due to rising credit losses. This could lead the bank to seek additional capital support from the government, and/or to suspend preferred dividends or even offer a distressed exchange to preferred shareholders in order to boost its common equity position.

SYSTEMIC SUPPORT AND VALUABLE FRANCHISE BENEFIT DEPOSIT AND SENIOR DEBT RATINGS

Moody's believes that despite Bank of America's capital challenges, a modest lowering of its deposit and senior and senior subordinated debt ratings was appropriate because Moody's assumes that systemic support for Bank of America is very high and that its valuable franchise will remain intact. "Bank of America would almost certainly be a recipient of systemic support if additional support should be required, given its importance to the U.S. economy and financial system," said Mr. Fanger. Such support would likely benefit all depositors and senior and senior subordinated debt holders of the bank and the bank holding company.

Moody's also expects that if systemic support were to be provided, this would not result in a transforming event such as a breakup or sale which could threaten the bank's franchise value. This is an important factor in the stable outlook on the debt and deposit ratings. The bank has leading positions in U.S. deposits, credit cards, and mortgages. "We believe that Bank of America still faces considerable challenges in successfully integrating Merrill Lynch," added Mr. Fanger. "However, the franchise value in Bank of America's core banking businesses should allow for its return to good financial fundamentals and sustainable profitability within a reasonable period of time following the end of the credit crisis."

GOVERNMENT SUPPORT COULD PROVE DETRIMENTAL TO PREFERRED SHAREHOLDER INTERESTS

The downgrade of the preferred stock rating to B3 from Baa1 was based on the view that if Bank of America were the recipient of additional capital support from the U.S. government, that support could be accompanied by the suspension of dividends, or even a distressed exchange by which preferred investors may be compelled to exchange their preferred stock for common stock. "With the capital markets essentially shut down, the recent Citigroup recapitalization becomes a very relevant reference point," said Mr. Fanger. "While Bank of America's preferred securities do not have any triggers that would cause an automatic suspension of dividends, we believe that in the event government support is provided, the U.S. government could require Bank of America to suspend its common and preferred dividends in order to preserve capital," Mr. Fanger added. A distressed exchange could be a way to increase common equity and limit the size of the U.S. government's stake in the bank in the event that support was required.

The ratings on Bank of America's non-cumulative trust preferred securities, originally issued by subsidiaries of ABN Amro North America Holding Company and LaSalle Banking Corporation, were also lowered to B3 from Baa1. The non-cumulative dividend on these instruments as well as their underlying preferred stock claim distinguishes them from Bank of America's other junior-subordinated debt-backed trust preferred securities. Moody's believes that the risk of a suspension of interest payments or a distressed exchange on these non-cumulative trust preferred instruments is similar to that of Bank of America's preferred securities.

The rating on the cumulative preferred stock issued by Bank of America Preferred Funding Corporation was lowered to Ba3 from A1. While this instrument benefits from a support agreement from the Bank of America, N.A. which Bank of America's other preferred stock instruments do not have, Moody's believes it could nonetheless be caught up with Bank of America's other preferred securities if a preferred dividend suspension were imposed. However, since the dividend on this instrument is cumulative, the severity of loss would be lower on this security in the event that dividends on all Bank of America preferred stock were suspended.

FURTHER NOTCHING FOR JUNIOR SUBORDINATED TRUST PREFERRED RATINGS

Moody's lowered the ratings on all junior-subordinated debt-backed trust preferred securities of Bank of America Corporation and subsidiaries to Baa3 from A2 and Baa1. Moody's believes that the cumulative nature of the interest on such instruments reduces the incentive to defer interest. However, the rating incorporates the view if there is an unexpected need for further government support, the risk of deferred payment on these instruments could increase.

PREVIOUS RATING ACTION AND PRINCIPAL METHODOLOGIES

The last rating action on Bank of America on March 4, 2009 when Moody's placed all of Bank of America's long-term ratings and its BFSR under review for possible downgrade.

The principal methodologies used in rating this issuer were "Bank Financial Strength Ratings: Global Methodology" (February 2007) and "Incorporation of Joint-Default Analysis into Moody's Bank Ratings: A Refined Methodology" (March 2007), which can be found at www.moodys.com in the Credit Policy & Methodologies directory, in the Ratings Methodologies subdirectory. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Credit Policy & Methodologies directory.

The following is a partial list of entities whose ratings have been affected:

Issuer: Bank of America Corporation

..Downgrades:

.... Issuer Rating, Downgraded to A2 from A1

....Junior Subordinated Shelf, Downgraded to (P)Baa3 from (P)A2

....Multiple Seniority Medium-Term Note Program, Downgraded to a range of Baa3 to A2 from a range of A2 to A1

....Multiple Seniority Shelf, Downgraded to a range of (P)B3 to (P)A2 from a range of (P)Baa1 to (P)A1

....Preferred Stock, Downgraded to B3 from Baa1

....Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

....Senior Subordinated Regular Bond/Debenture, Downgraded to A3 from A2

....Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to A2 from A1

....Senior Unsecured Regular Bond/Debenture, Downgraded to a range of (P)A2 to A2 from a range of (P)A1 to A1

..Outlook Actions:

....Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Merrill Lynch & Co., Inc.

..Downgrades:

.... Issuer Rating, Downgraded to A2 from A1

....Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to A2 from A1

....Senior Unsecured Medium-Term Note Program, Downgraded to A2 from A1

....Senior Unsecured Regular Bond/Debenture, Downgraded to A2 from A1

....Senior Unsecured Shelf, Downgraded to (P)A2 from (P)A1

....Subordinate Regular Bond/Debenture, Downgraded to A3 from A2

....Multiple Seniority Medium-Term Note Program, Downgraded to a range of A3 to A2 from a range of A2 to A1

....Multiple Seniority Shelf, Downgraded to a range of (P)B3 to (P)A2 from a range of (P)Baa1 to (P)A1

....Preferred Stock, Downgraded to B3 from Baa1

..Outlook Actions:

....Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Bank of America, N.A.

..Downgrades:

.... Bank Financial Strength Rating, Downgraded to D from B-

....Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

.... Issuer Rating, Downgraded to Aa3 from Aa2

....OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2

....Senior Unsecured Bank Note Program, Downgraded to Aa3 from Aa2

....Senior Unsecured Deposit Note/Takedown, Downgraded to Aa3 from Aa2

....Senior Unsecured Regular Bond/Debenture, Downgraded to Aa3 from Aa2

....Multiple Seniority Bank Note Program, Downgraded to a range of A1 to Aa3 from a range of Aa3 to Aa2

....Multiple Seniority Medium-Term Note Program, Downgraded to a range of A1 to Aa3 from a range of Aa3 to Aa2

....Subordinate Regular Bond/Debenture, Downgraded to A1 from Aa3

....Senior Subordinated Regular Bond/Debenture, Downgraded to A1 from Aa3

..Outlook Actions:

....Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Banc of America Preferred Funding Corp.

..Downgrades:

....Preferred Stock Preferred Stock, Downgraded to Ba3 from A1

..Outlook Actions:

....Outlook, Changed To Negative From Rating Under Review

Issuer: Countrywide Bank FSB

..Downgrades:

.... Bank Financial Strength Rating, Downgraded to D from B-

.... Issuer Rating, Downgraded to Aa3 from Aa2

....OSO Senior Unsecured OSO Rating, Downgraded to Aa3 from Aa2

....Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

..Outlook Actions:

....Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Merrill Lynch Bank & Trust Company

..Downgrades:

.... Bank Financial Strength Rating, Downgraded to D from B-

.... Issuer Rating, Downgraded to Aa3 from Aa2

....Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

..Outlook Actions:

....Outlook, Changed To Stable(m) From Rating Under Review

Issuer: Merrill Lynch Bank USA

..Downgrades:

.... Bank Financial Strength Rating, Downgraded to D from B-

.... Issuer Rating, Downgraded to Aa3 from Aa2

....Subordinate Regular Bond/Debenture, Downgraded to A1 from Aa3

....Senior Unsecured Deposit Note/Takedown, Downgraded to Aa3 from Aa2

....Senior Unsecured Regular Bond/Debenture, Downgraded to Aa3 from Aa2

....Senior Unsecured Deposit Rating, Downgraded to Aa3 from Aa2

..Outlook Actions:

....Outlook, Changed To Stable(m) From Rating Under Review

Bank of America Corporation is headquartered in Charlotte, North Carolina. The bank reported total assets of $2.5 trillion as of December 31, 2008 including the acquisition of Merrill Lynch on a pro forma basis.

New York
David Fanger
Managing Director
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Robert Young
Managing Director
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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