Countrywide Financial Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): September 7, 2007

COUNTRYWIDE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		1-8422 (Commission File Number)		13-2641992 (IRS Employer Identification No.)


4500 Park Granada, Calabasas, CA (Address of principal executive offices)		91302 (Zip Code)

Registrant’s telephone number, including area code: (818) 225-3000

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.05 Costs Associated with Exit or Disposal Activities.

On September 13, 2007, Countrywide Financial Corporation (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission disclosing its plan to reduce costs and improve operating efficiencies in response to lower mortgage market origination volumes and other market conditions. At the time, the Company was unable in good faith to make a determination of an estimate of the amounts or range of amounts expected to be incurred as a result of this plan. The Company has now made this determination and estimates that it will incur a pre-tax restructuring charge of approximately $125 million to $150 million, consisting of approximately $30 million to $35 million in one-time termination benefits, $73 million to $89 million in lease termination costs and $22 million to $26 million in fixed asset disposals and other miscellaneous costs. Of the total amount of the pre-tax restructuring charge, approximately $57 million is expected to be recognized in the quarter ending September 30, 2007, with the remaining amount expected to be recognized primarily in the following quarter. Additionally, the Company estimates that of the total amount of the pre-tax restructuring charge approximately $65 million to $90 million will result in future cash outlays.

This report on Form 8-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding management’s beliefs, estimates, projections, and assumptions with respect to, among other things, the Company’s future operations, business plans and strategies, as well as industry and market conditions, all of which are subject to change. Actual results and operations for any future period may vary materially from those projected herein and from past results discussed herein. Factors which could cause actual results to differ materially from historical results or those anticipated include, but are not limited to: increased cost of debt; reduced access to corporate debt markets; unforeseen cash or capital requirements; a reduction in secondary mortgage market investor demand; increased credit losses due to downward trends in the economy and in the real estate market; increases in the delinquency rates of borrowers; competitive and general economic conditions in each of the Company’s business segments such as slower or negative home price appreciation; changes in general business, economic, market and political conditions in the United States and abroad from those expected; reduction in government support of homeownership; the level and volatility of interest rates; changes in interest rate paths; changes in debt ratings; changes in generally accepted accounting principles or in the legal, regulatory and legislative environments in which the Company operates; the judgments and assumptions made by management regarding accounting estimates and related matters; the ability of management to effectively implement the Company’s strategies; and other risks noted in documents filed by the Company with the Securities and Exchange Commission from time to time. Words like “believe,” “expect,” “anticipate,” “promise,” “plan,” and other expressions or words of similar meanings, as well as future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein.


	COUNTRYWIDE FINANCIAL CORPORATION
Dated: October 16, 2007	/s/ Anne D. McCallion
	Name:	Anne D. McCallion
	Title:	Senior Managing Director and Chief of Financial Operations and Planning