Number of Shares Outstanding After this

Offering:

Please see the Company’s Form 8-K filed on October 3, 2008 containing historical financial statements of Merrill Lynch & Co., Inc. (“Merrill Lynch”) and preliminary unaudited pro forma condensed combined financial information giving effect to the Company’s proposed merger with Merrill Lynch. The Form 8-K can be found at

http://www.sec.gov/Archives/edgar/data/70858/000095012308012009/0000950123-08-012009-index.htm.

Please also see the Company’s Form 8-K filed on October 6, 2008 for a discussion of factors you should consider carefully before deciding to invest in the Common Stock. The Company’s Form 8-K filed on October 6, 2008 also discusses the Company’s preliminary financial results for the third quarter ended September 30, 2008, the board of director’s reduction of the quarterly cash dividend on the Company’s Common Stock, and the intended assumption by the Company of debt securities and related guarantees of Countrywide Financial Corporation (“CFC”) and its subsidiary Countrywide Home Loans, Inc. (“CHL”) in an aggregate current amount of approximately $21 billion as part of the consideration for the intended transfer of substantially all of the assets and operations of CFC and CHL to other subsidiaries of the Company. The Form 8-K can be found at http://www.sec.gov/Archives/edgar/data/70858/000119312508206778/0001193125-08-206778-index.htm.

on an actual basis;

as adjusted to give effect to the receipt of gross proceeds from this offering (assuming no exercise of the underwriters’ Option) and the completion of, and the issuance of approximately 106.7 million shares of the Company’s Common Stock in connection with, the Company’s acquisition of CFC on July 1, 2008; and

on a pro forma as adjusted basis, giving effect to the receipt of gross proceeds from this offering (assuming no exercise of the underwriters’ Option), the completion of the CFC acquisition as described in the prior bullet point and the completion of, and the issuance of approximately 1,193 million shares of the Company’s Common Stock and approximately 499 thousand shares of the Company’s preferred stock in connection with, the Merrill Lynch merger.

LONG-TERM DEBT:

Senior debt

Bank of America Corporation⁽¹⁾

Subsidiaries⁽²⁾

Total senior debt

Subordinated debt

Bank of America Corporation

Subsidiaries⁽²⁾

Total subordinated debt

Junior subordinated debt

Bank of America Corporation

Subsidiaries⁽²⁾

Total junior subordinated debt

Total long-term debt

STOCKHOLDERS’ EQUITY⁽³⁾:

Preferred stock, $0.01 par value⁽⁴⁾

Common Stock and additional paid in capital, $0.01 par value⁽⁵⁾

Retained earnings

Accumulated other comprehensive income (loss)

Other

Total stockholders’ equity

Total long-term debt and stockholders’ equity

The foregoing table does not give effect to the intended assumption by the Company of debt securities and related guarantees of CFC and CHL in an aggregate amount at June 30, 2008 of approximately $22.5 billion as part of the consideration for the intended transfer of substantially all of the assets and operations of CFC and CHL to other subsidiaries of the Company. If this assumption occurs, in connection therewith, we expect that the Company will become the sole or primary obligor of these securities. In addition, the foregoing table does not give effect to any

assumption by the Company of long-term debt obligations of Merrill Lynch and Merrill Lynch’s subsidiaries under their outstanding debt securities. Subject to the terms and conditions of the documents governing these Merrill Lynch-related debt securities, the Company currently intends to evaluate the assumption of, and, if determined feasible and advisable, subsequent to the Merrill Lynch merger assume, all or a portion of these long-term debt obligations. The aggregate principal amount of these Merrill Lynch-related long-term debt obligations at June 27, 2008 was approximately $275.6 billion. In the foregoing table, these obligations are reflected as obligations of subsidiaries of the Company, in the as adjusted and pro forma as adjusted columns for the CFC-related obligations and in the pro forma as adjusted column for the Merrill Lynch-related obligations.

Banc of America Securities LLC

Merrill Lynch & Co.

¹

Unless otherwise indicated, the number of shares of Common Stock presented herein excludes shares issuable pursuant to the exercise of the Option.

²

The number of shares of Common Stock outstanding immediately after the closing of this offering is based on 4,452,947,217 shares of Common Stock outstanding as of June 30, 2008.