BANK OF AMERICA CORP /DE/ Item 1A RISK FACTORS This report contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 |
These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict |
Actual outcomes and results may differ materially from those expressed in, or implied by, our forward-looking statements |
Words such as “expects,” “anticipates,” “believes,” “estimates” and other similar expressions or future or conditional verbs such as “will,” “should,” “would” and “could” are intended to identify such forward-looking statements |
Readers of this annual report of the Corporation (also referred to as we, us or our) should not rely solely on the forward-looking statements and should consider all uncertainties and risks throughout this report |
The statements are representative only as of the date they are made, and we undertake no obligation to update any forward-looking statement |
All forward-looking statements, by their nature, are subject to risks and uncertainties |
Our actual future results may differ materially from those set forth in our forward-looking statements |
As a large, international financial services company, we face risks that are inherent in the businesses and the market places in which we operate |
Factors that might cause our future financial performance to vary from that described in our forward-looking statements include the market, credit, operational, regulatory, strategic, liquidity, capital, economic and sovereign risks, among others, as discussed in the MD&A and in other periodic reports filed with the SEC In addition, the following discussion sets forth certain risks and uncertainties that we believe could cause actual future results to differ materially from expected results |
However, other factors besides those listed below or discussed in our reports to the SEC also could adversely affect our results, and the reader should not consider any such list of factors to be a complete set of all potential risks or uncertainties |
General business, economic and political conditions |
Our businesses and earnings are affected by general business, economic and political conditions in the United States and abroad |
Given the concentration of our business activities in the United States, we are particularly exposed to downturns in the United States economy |
For example, in a poor economic environment there is a greater likelihood that more of our customers or counterparties could become delinquent on their loans or other obligations to us, which, in turn, could result in a higher level of charge-offs and provision for credit losses, all of which would adversely affect our earnings |
General business and economic conditions that could affect us include short-term and long-term interest rates, inflation, monetary supply, fluctuations in both debt and equity capital markets, and the strength of the Unites States economy and the local economies in which we operate |
Geopolitical conditions can also affect our earnings |
Acts or threats of terrorism, actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, could affect business and economic conditions in the United States and abroad |
Access to funds from subsidiaries |
The Corporation is a separate and distinct legal entity from our banking and nonbanking subsidiaries |
We therefore depend on dividends, distributions and other payments from our banking and nonbanking subsidiaries to fund dividend payments on the common stock and to fund all payments on our other obligations, including debt obligations |
Many of our subsidiaries are subject to laws that authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to the Corporation |
Regulatory action of that kind could impede access to funds we need to make payments on our obligations or dividend payments |
In addition, the Corporation’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors |
Changes in accounting standards |
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations |
From time to time the Financial Accounting Standards Board (“FASB”) changes the financial accounting and reporting standards that govern the preparation of our financial statements |
These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations |
In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements |
We operate in a highly competitive environment that could experience intensified competition as continued merger activity in the financial services industry produces larger, better-capitalized companies that are capable of offering a wider array of financial products and services, and at more competitive prices |
In addition, technological advances and the growth of e-commerce have made it possible for non-depository institutions to offer products and services that traditionally were banking products, and for financial institutions to compete with technology companies in providing electronic and Internet-based financial solutions |
Many of our competitors have fewer regulatory constraints and some have lower cost structures |
When we loan money, commit to loan money or enter into a contract with a counterparty, we incur credit risk, or the risk of losses if our borrowers do not repay their loans or our counterparties fail to perform according to the terms of their contract |
A number of our products expose us to credit risk, including loans, leases and lending 6 ______________________________________________________________________ [9]Table of Contents commitments, derivatives, trading account assets and assets held-for-sale |
As one of the nation’s largest lenders, the credit quality of our portfolio can have a significant impact on our earnings |
We allow for and reserve against credit risks based on our assessment of credit losses inherent in our loan portfolio (including unfunded credit commitments) |
This process, which is critical to our financial results and condition, requires difficult, subjective and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans |
As is the case with any such assessments, there is always the chance that we will fail to identify the proper factors or that we will fail to accurately estimate the impacts of factors that we identify |
For a further discussion of credit risk and our credit risk management policies and procedures, see “Credit Risk Management” in the MD&A Federal and state regulation |
The Corporation, the Banks and many of our nonbank subsidiaries are heavily regulated by bank regulatory agencies at the federal and state levels |
This regulation is to protect depositors, federal deposit insurance funds and the banking system as a whole, not security holders |
The Corporation and its nonbanking subsidiaries are also heavily regulated by securities regulators, domestically and internationally |
This regulation is designed to protect investors in securities we sell or underwrite |
Congress and state legislatures and foreign, federal and state regulatory agencies continually review laws, regulations and policies for possible changes |
Changes to statutes, regulations or regulatory policies, including interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways including limiting the types of financial services and products we may offer and increasing the ability of nonbanks to offer competing financial services and products |
Governmental fiscal and monetary policy |
Our businesses and earnings are affected by domestic and international monetary policy |
For example, the Board of Governors of the Federal Reserve System regulates the supply of money and credit in the United States and its policies determine in large part our cost of funds for lending and investing and the return we earn on those loans and investments, both of which affect our net interest margin |
The actions of the Federal Reserve Board also can materially affect the value of financial instruments we hold, such as debt securities and mortgage servicing rights and its policies also can affect our borrowers, potentially increasing the risk that they may fail to repay their loans |
Our businesses and earnings also are affected by the fiscal or other policies that are adopted by various regulatory authorities of the United States, non-US governments and international agencies |
Changes in domestic and international monetary policy are beyond our control and hard to predict |
Liquidity is essential to our businesses |
Our liquidity could be impaired by an inability to access the capital markets or unforeseen outflows of cash |
This situation may arise due to circumstances that we may be unable to control, such as a general market disruption or an operational problem that affects third parties or us |
A reduction in our credit ratings could adversely affect our liquidity and competitive position, increase our borrowing costs, limit our access to the capital markets or trigger unfavorable contractual obligations |
For a further discussion of our liquidity picture and the policies and procedures we use to manage our liquidity risks, see “Liquidity Risk and Capital Management” in the MD&A Litigation risks |
We face significant legal risks in our businesses, and the volume of claims and amount of damages and penalties claimed in litigation and regulatory proceedings against financial institutions remain high |
Substantial legal liability or significant regulatory action against the Corporation could have material adverse financial effects or cause significant reputational harm to the Corporation, which in turn could seriously harm our business prospects |
For a further discussion of litigation risks, see “Litigation and Regulatory Matters” in Note 13 of the Notes |
We are directly and indirectly affected by changes in market conditions |
Market risk generally represents the risk that values of assets and liabilities or revenues will be adversely affected by changes in market conditions |
For example, changes in interest rates could adversely affect our net interest margin—the difference between the yield we earn on our assets and the interest rate we pay for deposits and other sources of funding—which could in turn affect our net interest income and earnings |
Market risk is inherent in the financial instruments associated with many of our operations and activities including loans, deposits, securities, short-term borrowings, long-term debt, trading account assets and liabilities, and derivatives |
Just a few of the market conditions that may shift from time to time, thereby exposing us to market risk, include fluctuations in interest and currency exchange rates, equity and futures prices, changes in the implied volatility of interest rates, foreign exchange rates, equity and futures prices, and price deterioration or changes in value due to changes in market perception or actual credit quality of either the issuer or its country of origin |
Accordingly, depending on the instruments or activities impacted, market risks can have wide ranging, complex adverse affects on our results from operations and our overall financial condition |
For a further discussion of market risk and our market risk management policies and procedures, see “Market Risk Management” in the MD&A Merger risks |
There are significant risks and uncertainties associated with mergers, such as our merger with MBNA For example, we may fail to realize the growth opportunities and cost savings anticipated to be derived from the merger |
In addition, it is possible that the integration process could result in the loss of key employees, or that the disruption of ongoing business from the merger could adversely affect our ability to maintain relationships with clients 7 ______________________________________________________________________ [10]Table of Contents or suppliers |
We have an active acquisition program and there is a risk that integration difficulties may cause us not to realize expected benefits from the transactions We will be subject to similar risks and difficulties in connection with future acquisitions, as well as decisions to downsize, sell or close units or otherwise change the business mix of the Corporation |
Non-US operations; trading in non-US securities |
We do business throughout the world, including in developing regions of the world commonly known as emerging markets |
Our businesses and revenues derived from non-US operations are subject to risk of loss from currency fluctuations, social instability, changes in governmental policies or policies of central banks, expropriation, nationalization, confiscation of assets, unfavorable political and diplomatic developments and changes in legislation relating to non-US ownership |
We also invest in the securities of corporations located in non-US jurisdictions, including emerging markets |
Revenues from the trading of non-US securities also may be subject to negative fluctuations as a result of the above factors |
The impact of these fluctuations could be accentuated, because generally, non-US trading markets, particularly in emerging market countries, are smaller, less liquid and more volatile than US trading markets |
Operational risks |
The potential for operational risk exposure exists throughout our organization |
Integral to our performance is the continued efficacy of our technical systems, operational infrastructure, relationships with third parties and the vast array of associates and key executives in our day-to-day and ongoing operations |
Failure by any or all of these resources subjects us to risks that may vary in size, scale and scope |
This includes but is not limited to operational or technical failures, ineffectiveness or exposure due to interruption in third party support as expected, as well as, the loss of key individuals or failure on the part of the key individuals to perform properly |
Our ability to attract and retain customers and employees could be adversely affected to the extent our reputation is damaged |
Our failure to address, or to appear to fail to address various issues that could give rise to reputational risk could cause harm to the Corporation and its business prospects |
These issues include, but are not limited to, appropriately addressing potential conflicts of interest; legal and regulatory requirements; ethical issues; money-laundering; privacy; properly maintaining customer and associate personal information; record keeping; sales and trading practices; and the proper identification of the legal, reputational, credit, liquidity and market risks inherent in our products |
Failure to address appropriately these issues could also give rise to additional legal risks, which, in turn, could increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties and cause us to incur related costs and expenses |
Our business model is based on a diversified mix of businesses that provide a broad range of financial products and services, delivered through multiple distribution channels |
Our success depends, in part, on our ability to adapt our products and services to evolving industry standards |
There is increasing pressure to provide products and services at lower prices |
This can reduce our net interest margin and revenues from our fee-based products and services |
In addition, the widespread adoption of new technologies, including internet services, could require us to make substantial expenditures to modify or adapt our existing products and services |
We might not be successful in introducing new products and services, responding or adapting to changes in consumer spending and saving habits, achieving market acceptance of our products and services, or developing and maintaining loyal customers |
Risk management processes and strategies |
We seek to monitor and control our risk exposure through a variety of separate but complementary financial, credit, operational, compliance and legal reporting systems |
While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, those techniques and the judgments that accompany their application cannot anticipate every economic and financial outcome or the specifics and timing of such outcomes |
Accordingly, our ability to successfully identify and manage risks facing us is an important factor that can significantly impact our results |
For a further discussion of our risk management policies and procedures, see “Managing Risk” in the MD&A We operate many different businesses |
We are a diversified financial services company |
In addition to banking, we provide investment, mortgage, investment banking, credit card and consumer finance services |
Although we believe our diversity helps lessen the effect when downturns affect any one segment of our industry, it also means our earnings could be subject to different risks and uncertainties than the ones discussed in herein |
If any of the risks that we face actually occur, irrespective of whether those risks are described in this section or elsewhere in this report, our business, financial condition and operating results could be materially adversely affected |