Document and Company Informatio
Document and Company Information (USD $) | |||
In Billions, except Share data | 9 Months Ended
Sep. 30, 2009 | Nov. 06, 2009
| Jun. 27, 2008
|
Document and Company Information [Abstract] | |||
Entity Registrant Name | MERRILL LYNCH & CO., INC. | ||
Entity Central Index Key | 0000065100 | ||
Document Type | 10-Q | ||
Document Period End Date | 2009-09-30 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | 17.4 | ||
Entity Common Stock, Shares Outstanding | 1,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) (USD $) | |||||
In Millions, except Per Share data | 3 Months Ended
Sep. 30, 2009 Successor Company | 9 Months Ended
Sep. 30, 2009 Successor Company | 0 Months Ended
Dec. 31, 2008 Predecessor Company | 3 Months Ended
Sep. 26, 2008 Predecessor Company | 9 Months Ended
Sep. 26, 2008 Predecessor Company |
Revenues | |||||
Principal transactions | $214 | $4,047 | ($280) | ($6,573) | ($13,074) |
Commissions | 1,316 | 4,049 | 22 | 1,745 | 5,445 |
Managed accounts and other fee-based revenues | 997 | 3,118 | 22 | 1,395 | 4,249 |
Investment banking | 732 | 2,200 | 12 | 845 | 2,920 |
Earnings from equity method investments | 213 | 306 | 0 | 4,401 | 4,943 |
Other income (loss) | 1,657 | 2,994 | 19 | (2,986) | (6,310) |
Other-than-temporary impairment losses on AFS debt securities: | |||||
Total other-than-temporary impairment losses on AFS debt securities | (306) | (603) | 0 | 0 | 0 |
Portion of other-than-temporary impairment losses recognized in OCI on AFS debt securities | 1 | 4 | 0 | 0 | 0 |
Subtotal | 4,824 | 16,115 | (205) | (1,173) | (1,827) |
Interest and dividend revenues | 2,685 | 9,505 | 34 | 9,019 | 28,415 |
Less interest expense | 2,407 | 8,831 | 0 | 7,830 | 25,754 |
Net interest profit | 278 | 674 | 34 | 1,189 | 2,661 |
Revenues, net of interest expense | 5,102 | 16,789 | (171) | 16 | 834 |
Non-interest expenses | |||||
Compensation and benefits | 2,768 | 9,203 | 64 | 3,483 | 11,170 |
Communications and technology | 501 | 1,395 | 0 | 546 | 1,667 |
Occupancy and related depreciation | 314 | 867 | 0 | 314 | 951 |
Brokerage, clearing, and exchange fees | 240 | 732 | 10 | 348 | 1,105 |
Advertising and market development | 89 | 248 | 0 | 159 | 501 |
Professional fees | 148 | 396 | 0 | 242 | 747 |
Office supplies and postage | 38 | 115 | 0 | 48 | 160 |
Other | 495 | 1,398 | 0 | 588 | 1,212 |
Payment related to price reset on common stock offering | 0 | 0 | 0 | 2,500 | 2,500 |
Restructuring charge | 0 | 0 | 0 | 39 | 484 |
Total non-interest expenses | 4,593 | 14,354 | 74 | 8,267 | 20,497 |
Pre-tax earnings/(loss) from continuing operations | 509 | 2,435 | (245) | (8,251) | (19,663) |
Income tax benefit | (181) | 241 | (92) | (3,131) | (7,940) |
Net earnings/(loss) from continuing operations | 690 | 2,194 | (153) | (5,120) | (11,723) |
Discontinued operations: | |||||
Pre-tax loss from discontinued operations | 0 | 0 | 0 | (53) | (110) |
Income tax benefit | 0 | 0 | 0 | (21) | (65) |
Net loss from discontinued operations | 0 | 0 | 0 | (32) | (45) |
Net earnings/(loss) | 690 | 2,194 | (153) | (5,152) | (11,768) |
Preferred stock dividends | 38 | 91 | 0 | 2,319 | 2,730 |
Net earnings/(loss) applicable to common stockholders | $652 | $2,103 | ($153) | ($7,471) | ($14,498) |
Basic loss per common share from continuing operations | -0.1 | -5.56 | -13.16 | ||
Basic loss per common share from discontinued operations | $0 | -0.02 | -0.04 | ||
Basic loss per common share | -0.1 | -5.58 | -13.2 | ||
Diluted loss per common share from continuing operations | -0.1 | -5.56 | -13.16 | ||
Diluted loss per common share from discontinued operations | $0 | -0.02 | -0.04 | ||
Diluted loss per common share | -0.1 | -5.58 | -13.2 | ||
Dividend paid per common share | $0 | $0 | $0 | 0.35 | 1.05 |
Average shares used in computing losses per common share | |||||
Basic | 1600.3 | 1,339 | 1098.6 | ||
Diluted | 1600.3 | 1,339 | 1098.6 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | ||
In Millions | Sep. 30, 2009
Successor Company | Dec. 26, 2008
Predecessor Company |
ASSETS | ||
Cash and cash equivalents | $18,697 | $68,403 |
Cash and securities segregated for regulatory purposes or deposited with clearing organizations | 23,796 | 32,923 |
Securities financing transactions | ||
Receivables under resale agreements (includes $52,436 in 2009 and $62,146 in 2008 measured at fair value in accordance with the fair value option election) | 69,948 | 93,247 |
Receivables under securities borrowed transactions (includes $993 in 2009 and $853 in 2008 measured at fair value in accordance with the fair value option election) | 53,062 | 35,077 |
Total Securities financing transactions | 123,010 | 128,324 |
Trading assets, at fair value (includes securities pledged as collateral that can be sold or repledged of $22,775 in 2009 and $18,663 in 2008): | ||
Derivative contracts | 58,190 | 89,477 |
Corporate debt and preferred stock | 22,822 | 30,829 |
Equities and convertible debentures | 28,018 | 26,160 |
Non-U.S. governments and agencies | 21,538 | 6,107 |
Mortgages, mortgage-backed, and asset-backed | 7,015 | 13,786 |
U.S. Government and agencies | 3,632 | 5,253 |
Municipals, money markets and physical commodities | 6,838 | 3,993 |
Total Trading assets, at fair value | 148,053 | 175,605 |
Investment securities (includes $272 in 2009 and $2,770 in 2008 measured at fair value in accordance with the fair value option election) (includes securities pledged as collateral that can be sold or repledged of $0 in 2009 and $2,557 in 2008) | 33,916 | 57,007 |
Securities received as collateral, at fair value | 15,224 | 11,658 |
Receivables from Bank of America | 21,446 | 0 |
Other receivables | ||
Customers (net of allowance for doubtful accounts of $0 in 2009 and $143 in 2008) | 27,136 | 51,131 |
Brokers and dealers | 10,411 | 12,410 |
Interest and other | 14,750 | 26,331 |
Total Other receivables | 52,297 | 89,872 |
Loans, notes, and mortgages (net of allowances for loan losses of $114 in 2009 and $2,072 in 2008) (includes $4,765 in 2009 and $979 in 2008 measured at fair value in accordance with the fair value option election) | 67,729 | 69,190 |
Equipment and facilities (net of accumulated depreciation and amortization of $571 in 2009 and $5,856 in 2008) | 2,444 | 2,928 |
Goodwill and other intangible assets | 9,326 | 2,616 |
Other assets | 20,119 | 29,017 |
Total Assets | 536,057 | 667,543 |
Securities financing transactions | ||
Payables under repurchase agreements (includes $49,501 in 2009 and $32,910 in 2008 measured at fair value in accordance with the fair value option election) | 65,966 | 92,654 |
Payables under securities loaned transactions | 21,369 | 24,426 |
Total securities financing transactions | 87,335 | 117,080 |
Short-term borrowings (includes $568 in 2009 and $3,387 in 2008 measured at fair value in accordance with the fair value option election) | 686 | 37,895 |
Deposits | 47,819 | 96,107 |
Trading liabilities, at fair value | ||
Derivative contracts | 41,440 | 71,363 |
Equities and convertible debentures | 12,715 | 7,871 |
Non-U.S. governments and agencies | 19,906 | 4,345 |
Corporate debt and preferred stock | 1,622 | 1,318 |
U.S. Government and agencies | 1,564 | 3,463 |
Municipal, money markets and other | 967 | 1,111 |
Total Trading liabilities, at fair value | 78,214 | 89,471 |
Obligation to return securities received as collateral, at fair value | 15,224 | 11,658 |
Payables to Bank of America | 26,864 | 0 |
Other payables | ||
Customers | 38,547 | 44,924 |
Brokers and dealers | 16,444 | 12,553 |
Interest and other (includes $287 in 2009 measured at fair value in accordance with the fair value option election) | 21,359 | 32,918 |
Total Other payables | 76,350 | 90,395 |
Long-term borrowings (includes $48,847 in 2009 and $49,521 in 2008 measured at fair value in accordance with the fair vlaue option election) | 161,444 | 199,678 |
Junior subordinated notes (related to trust preferred securities) | 3,546 | 5,256 |
Total Liabilities | 497,482 | 647,540 |
STOCKHOLDERS' EQUITY | ||
Preferred Stockholders' Equity; authorized 25,000,000 shares; (liquidation preference of $30,000 per share; issued: 2008 - 244,100 shares; liquidation preference of $1,000 per share; issued: 2008 - 115,000 shares;liquidation preference of $100,000 per share; issued: 2009 - 17,000 shares; issued: 2008 - 17,000 shares) | 1,541 | 8,605 |
Common Stockholders' Equity | ||
Common stock (par value $1.33 1/3 per share; authorized: 3,000,000,000 shares; issued: 2009 - 1,000 shares; issued: 2008 - 2,031,995,436 shares) | 0 | 2,709 |
Paid-in capital | 34,969 | 47,232 |
Accumulated other comprehensive (loss) (net of tax) | (38) | (6,318) |
Retained earnings/(Accumulated deficit) | 2,103 | (8,603) |
Common Stockholders Equity Before Treasury Stock | 37,034 | 35,020 |
Less: Treasury stock, at cost (2009 - None; 2008 - 431,742,565 shares) | 0 | 23,622 |
Total Common Stockholders' Equity | 37,034 | 11,398 |
Total Stockholders' Equity | 38,575 | 20,003 |
Total Liabilities and Stockholders' Equity | $536,057 | $667,543 |
1_Condensed Consolidated Balanc
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | ||||||||
In Millions, except Share data | Sep. 30, 2009
Successor Company | Sep. 30, 2009
Successor Company Preferred Stock Liquidation Preference Of 100000 Per Share | Sep. 30, 2009
Successor Company Preferred Stock Liquidation Preference Of 30000 Per Share | Sep. 30, 2009
Successor Company Preferred Stock Liquidation Preference Of 1000 Per Share | Dec. 26, 2008
Predecessor Company | Dec. 26, 2008
Predecessor Company Preferred Stock Liquidation Preference Of 100000 Per Share | Dec. 26, 2008
Predecessor Company Preferred Stock Liquidation Preference Of 30000 Per Share | Dec. 26, 2008
Predecessor Company Preferred Stock Liquidation Preference Of 1000 Per Share |
Securities financing transactions | ||||||||
Receivables under resale agreements at fair value | $52,436 | $62,146 | ||||||
Receivables under securities borrowed transactions, at fair value | 993 | 853 | ||||||
Securities pledged as collateral, Trading assets | 22,775 | 18,663 | ||||||
Investment securities at fair value | 272 | 2,770 | ||||||
Securities pledged as collateral, Investment security | 0 | 2,557 | ||||||
Other receivables | ||||||||
Allowance for doubtful accounts | 0 | 143 | ||||||
Allowances for loan losses | 114 | 2,072 | ||||||
Loans, notes, and mortgages, at fair value | 4,765 | 979 | ||||||
Accumulated depreciation and amortization for Equipment and facilities | 571 | 5,856 | ||||||
LIABILITIES | ||||||||
Payables under repurchase agreements, at fair value | 49,501 | 32,910 | ||||||
Short-term borrowings at fair value | 568 | 3,387 | ||||||
Other payables | ||||||||
Interest and other at fair value | 287 | 0 | ||||||
Long-term borrowings at fair value | $48,847 | $49,521 | ||||||
STOCKHOLDERS' EQUITY | ||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | ||||||
Preferred Stockholders' Equity, shares issued | 17,000 | 0 | 0 | 17,000 | 244,100 | 115,000 | ||
Preferred Stockholders' Equity, liquidation preference | 100,000 | 0 | 0 | 100,000 | 30,000 | 1,000 | ||
Common stock, par value | 1.333 | 1.333 | ||||||
Common stock, authorized shares | 3,000,000,000 | 3,000,000,000 | ||||||
Common stock, issued shares | 1,000 | 2,031,995,436 | ||||||
Treasury Stock, shares | 0 | 431,742,565 |
2_Condensed Consolidated Statem
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | |||||||||||||||||||
In Millions | 9 Months Ended
Sep. 30, 2009 Successor Company | 9 Months Ended
Sep. 26, 2008 Predecessor Company | |||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||
Net earnings/(loss) | $2,194 | ($11,768) | |||||||||||||||||
Adjustments to reconcile net earnings/(loss) to cash provided by operating activities | |||||||||||||||||||
Depreciation and amortization | 896 | 671 | |||||||||||||||||
Share-based compensation expense | 579 | 1,787 | |||||||||||||||||
Payment related to price reset on common stock offering | 0 | 2,500 | |||||||||||||||||
Deferred taxes | 613 | (5,571) | |||||||||||||||||
Gain on sale of Bloomberg L.P. | 0 | (4,296) | |||||||||||||||||
Earnings/(loss) from equity method investments | (306) | (146) | |||||||||||||||||
Other | (729) | 6,140 | |||||||||||||||||
Changes in operating assets and liabilities: | |||||||||||||||||||
Trading assets | 21,400 | 45,311 | |||||||||||||||||
Cash and securities segregated for regulatory purposes or deposited with clearing organizations | 6,018 | 658 | |||||||||||||||||
Receivables from Bank of America | (51,279) | 0 | |||||||||||||||||
Receivables under resale agreements | 33,799 | 57,151 | |||||||||||||||||
Receivables under securities borrowed transactions | (17,421) | 33,544 | |||||||||||||||||
Customer receivables | 6,678 | (13,359) | |||||||||||||||||
Brokers and dealers receivables | 2,000 | (10,905) | |||||||||||||||||
Proceeds from loans, notes, and mortgages held for sale | 7,923 | 18,550 | |||||||||||||||||
Other changes in loans, notes, and mortgages held for sale | (6,100) | (1,264) | |||||||||||||||||
Trading liabilities | (11,437) | (37,082) | |||||||||||||||||
Payables under repurchase agreements | (21,188) | (63,702) | |||||||||||||||||
Payables under securities loaned transactions | (3,057) | (10,686) | |||||||||||||||||
Payables to Bank of America | 26,864 | 0 | |||||||||||||||||
Customer payables | (6,385) | 5,805 | |||||||||||||||||
Brokers and dealers payables | 3,891 | 3,398 | |||||||||||||||||
Trading investment securities | 209 | 942 | |||||||||||||||||
Other, net | 11,264 | (14,708) | |||||||||||||||||
Cash provided by operating activities | 6,426 | 2,970 | |||||||||||||||||
Proceeds from (payments for): | |||||||||||||||||||
Maturities of available-for-sale securities | 5,692 | 5,978 | |||||||||||||||||
Sales of available-for-sale securities | 9,613 | 27,218 | |||||||||||||||||
Purchases of available-for-sale securities | (556) | (29,121) | |||||||||||||||||
Proceeds from the sale of discontinued operations | 0 | 12,576 | |||||||||||||||||
Equipment and facilities, net | (100) | (593) | |||||||||||||||||
Loans, notes, and mortgages held for investment | 3,559 | (11,240) | |||||||||||||||||
Other investments | 3,354 | 1,909 | |||||||||||||||||
Cash provided by investing activities | 21,562 | 6,727 | |||||||||||||||||
Proceeds from (payments for): | |||||||||||||||||||
Commercial paper and short-term borrowings | (36,798) | 779 | |||||||||||||||||
Issuance and resale of long-term borrowings | 7,102 | 64,851 | |||||||||||||||||
Settlement and repurchases of long-term borrowings | (46,489) | (83,353) | |||||||||||||||||
Capital contributions from Bank of America | 6,850 | 0 | |||||||||||||||||
Deposits | 7,514 | (13,986) | |||||||||||||||||
Derivative financing transactions | 18 | 554 | |||||||||||||||||
Issuance of common stock | 0 | 9,885 | |||||||||||||||||
Issuance of preferred stock, net | 0 | 9,281 | |||||||||||||||||
Other common stock transactions | 0 | (822) | |||||||||||||||||
Excess tax benefits related to share-based compensation | 0 | 39 | |||||||||||||||||
Dividends | (91) | (1,865) | |||||||||||||||||
Cash (used for) financing activities | (61,894) | (14,637) | |||||||||||||||||
(Decrease) in cash and cash equivalents | (33,906) | (4,940) | |||||||||||||||||
Cash and cash equivalents, beginning of period | 0 | [1] | 41,346 | ||||||||||||||||
Cash and cash equivalents, end of period | 18,697 | 36,406 | |||||||||||||||||
Supplemental Disclosure of Cash Flow Information: | |||||||||||||||||||
Income taxes paid (net of refunds) | 269 | 422 | |||||||||||||||||
Interest paid | $9,739 | $26,529 | |||||||||||||||||
[1]Amount for Successor Company is as of January 1, 2009. |
3_Condensed Consolidated Statem
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (USD $) | ||||
In Millions | 3 Months Ended
Sep. 30, 2009 Successor Company | 9 Months Ended
Sep. 30, 2009 Successor Company | 3 Months Ended
Sep. 26, 2008 Predecessor Company | 9 Months Ended
Sep. 26, 2008 Predecessor Company |
Net earnings/(loss) | $690 | $2,194 | ($5,152) | ($11,768) |
Other comprehensive income/(loss), net of tax: | ||||
Foreign currency translation adjustment | 193 | 74 | (141) | (189) |
Net unrealized (loss) on investment securities available-for-sale | (680) | (146) | (544) | (2,358) |
Net deferred gain / (loss) on cash flow hedges | 28 | 34 | 37 | (3) |
Defined benefit pension and postretirement plans | 0 | 0 | (1) | 5 |
Total other comprehensive (loss), net of tax | (459) | (38) | (649) | (2,545) |
Comprehensive income/(loss) | $231 | $2,156 | ($5,801) | ($14,313) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | |
9 Months Ended
Sep. 30, 2009 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note1.Summary of Significant Accounting Policies Description of Business Merrill Lynch Co. Inc. (ML Co.) and together with its subsidiaries (Merrill Lynch), provide investment, financing, insurance, and related services to individuals and institutions on a global basis through its broker, dealer, banking and other financial services subsidiaries. For a complete discussion of significant accounting policies, refer to the Audited Consolidated Financial Statements included in Merrill Lynchs Annual Report on Form10-K for the year-ended December26, 2008 (the 2008 Annual Report). Bank of America Acquisition On January1, 2009, Merrill Lynch (the Predecessor Company) was acquired by Bank of America Corporation (Bank of America) through the merger of a wholly-owned subsidiary of Bank of America with and into ML Co. with ML Co. (the Successor Company) continuing as the surviving corporation and a wholly-owned subsidiary of Bank of America. Upon completion of the acquisition, each outstanding share of ML Co. common stock was converted into 0.8595shares of Bank of America common stock. As of the completion of the acquisition, ML Co. Series1 through Series8 preferred stock were converted into Bank of America preferred stock with substantially identical terms to the corresponding series of Merrill Lynch preferred stock (except for additional voting rights provided to the Bank of America securities). The Merrill Lynch 9.00% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series2, and 9.00% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series3 that were outstanding immediately prior to the completion of the acquisition remained issued and outstanding subsequent to the acquisition, but are now convertible into Bank of America common stock. Bank of Americas cost of acquiring Merrill Lynch has been pushed down to form a new accounting basis for Merrill Lynch. Accordingly, the accompanying Condensed Consolidated Financial Statements are presented for two periods, Predecessor and Successor, which respectively correspond to the periods preceding and succeeding the date of acquisition. The Predecessor and Successor periods have been separated by a vertical line on the face of the Condensed Consolidated Financial Statements to highlight the fact that the financial information for such periods has been prepared under two different cost bases of accounting. The components of the Predecessor Companys shareholders equity (with the exception of $1.5billion of convertible preferred stock discussed above) were reclassified to paid-in-capital on January1, 2009. Effective January1, 2009, Merrill Lynch adopted calendar quarter-end and year-end reporting periods to coincide with those of Bank of America. The intervening period between Merrill Lynchs previous fiscal year end (December26, 2008)and the beginning of the current year (January1, 2009) (the stub period) is presented separately on the accompanying Condensed Consolidated Statements of Earnings/(Loss) for the nine months ended September30, 2009. Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of M |
Acquisition and Subsequent Tran
Acquisition and Subsequent Transactions with Bank of America Corporation | |
9 Months Ended
Sep. 30, 2009 | |
Acquisition and Subsequent Transactions with Bank of America Corporation [Abstract] | |
Acquisition and Subsequent Transactions with Bank of America Corporation | Note2.Acquisition and Subsequent Transactions with Bank of America Corporation As a result of the acquisition of Merrill Lynch by Bank of America, Merrill Lynch recorded the following preliminary purchase accounting adjustments. The allocation of the purchase price will be finalized upon completion of Bank of Americas analysis of the fair values of Merrill Lynchs assets and liabilities in accordance with the acquisition method of accounting. (dollars in billions, except per share amounts) Purchase Price Merrill Lynch common shares exchanged (in millions) 1,600 Exchange ratio 0.8595 Bank of Americas common stock issued 1,375 Purchase price per share of Bank of Americas common stock(1) $ 14.08 Total value of Bank of Americas common stock and cash exchanged for fractional shares $ 19.4 Merrill Lynch preferred stock(2) 8.6 Fair value of outstanding employee stock awards 1.1 Total purchase price $ 29.1 Preliminary allocation of the purchase price Merrill Lynch stockholders equity $ 19.9 Merrill Lynch goodwill and intangible assets (2.6 ) Pre-tax adjustments to reflect acquired assets and liabilities at fair value: Securities and derivatives (1.2 ) Loans (6.1 ) Intangible assets(3) 5.7 Other assets (1.5 ) Long-term borrowings(4) 15.8 Pre-tax total adjustments 12.7 Deferred income taxes (5.7 ) After-tax total adjustments 7.0 Fair value of net assets acquired $ 24.3 Preliminary goodwill resulting from the acquisition by Bank of America(5) $ 4.8 (1) The value of the shares of common stock exchanged with Merrill Lynch shareholders was based upon the closing price of Bank of Americas common stock at December31, 2008, the last trading day prior to the date of acquisition. (2) Represents Merrill Lynchs preferred stock exchanged for Bank of America preferred stock having substantially identical terms and also includes $1.5billion of convertible preferred stock. (3) Consists of trade name of $1.2billion and customer relationship and core deposit intangibles of $4.5billion. The amortization life is 10years for the customer relationship and core deposit intangibles, which are primarily amortized on a straight-line basis. (4) The change in the estimated fair value of long-term borrowings of approximately $400million had an immaterial impact on net income for the first and second quarters of 2009. (5) No goodwill is expected to be deductible for federal income tax purposes. Subsequent to the Bank of America acquisition, certain assets and liabilities were transferred at fair value between Merrill Lynch and Bank of America. These transfers were made in connection with efforts to manage risk in a more effective and efficient manne |
Segment and Geographic Informat
Segment and Geographic Information | |
9 Months Ended
Sep. 30, 2009 | |
Segment and Geographic Information [Abstract] | |
Segment and Geographic Information | Note3.Segment and Geographic Information Segment Information Prior to the acquisition by Bank of America, Merrill Lynchs operations were organized and reported as two operating segments in accordance with the criteria in ASC 280, Segment Reporting (Segment Reporting): Global Markets and Investment Banking (GMI) and Global Wealth Management (GWM). As a result of the acquisition by Bank of America, Merrill Lynch reevaluated the provisions of Segment Reporting in the first quarter of 2009. Pursuant to Segment Reporting, operating segments represent components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision maker in determining how to allocate resources and in assessing performance. Based upon how the chief operating decision maker of Merrill Lynch reviews results in terms of allocating resources and assessing performance, it was determined that Merrill Lynch does not contain any identifiable operating segments under Segment Reporting. As a result, the financial information of Merrill Lynch is presented as a single segment. Geographic Information Merrill Lynch conducts its business activities through offices in the following five regions: United States; Europe, Middle East, and Africa (EMEA); Pacific Rim; Latin America; and Canada. The principal methodologies used in preparing the geographic information below are as follows: Revenues and expenses are generally recorded based on the location of the employee generating the revenue or incurring the expense; Pre-tax earnings or loss from continuing operations include the allocation of certain shared expenses among regions; and Intercompany transfers are based primarily on service agreements. The information that follows, in managements judgment, provides a reasonable representation of each regions contribution to the consolidated net revenues and pre-tax earnings/(loss) from continuing operations: (dollars in millions) Successor Company Predecessor Company Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended September30, 2009 September30, 2009 September26, 2008 September26, 2008 Net revenues Europe, Middle East, and Africa $ 1,577 $ 4,642 $ (1,339 ) $ 1,061 Pacific Rim 378 1,772 311 1,858 Latin America 207 605 325 1,191 Canada 71 185 22 155 Total Non-U.S. 2,233 7,204 (681 ) 4,265 United States(1) 2,869 9,585 697 (3,431 ) Total net revenues $ 5,102 $ 16,789 $ 16 $ 834 Pre-tax earnings (loss) |
Fair Value Disclosures
Fair Value Disclosures | |
9 Months Ended
Sep. 30, 2009 | |
Fair Value [Abstract] | |
Fair Value Disclosures | Note4.Fair Value Disclosures Fair Value Accounting Fair Value Hierarchy In accordance with Fair Value Accounting, Merrill Lynch has categorized its financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level1)and the lowest priority to unobservable inputs (Level3). Financial assets and liabilities recorded on the Condensed Consolidated Balance Sheets are categorized based on the inputs to the valuation techniques as follows: Level1. Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that Merrill Lynch has the ability to access (examples include active exchange-traded equity securities, exchange-traded derivatives, U.S.Government securities, and certain other sovereign government obligations). Level2. Financial assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level2 inputs include the following: a) Quoted prices for similar assets or liabilities in active markets (examples include restricted stock and U.S.agency securities); b) Quoted prices for identical or similar assets or liabilities in non-active markets (examples include corporate and municipal bonds, which trade infrequently); c) Pricing models whose inputs are observable for substantially the full term of the asset or liability (examples include most over-the-counter derivatives, including interest rate and currency swaps);and d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability (examples include certain residential and commercial mortgage-related assets, including loans, securities and derivatives). Level3. Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect managements own assumptions about the assumptions a market participant would use in pricing the asset or liability (examples include certain private equity investments, certain residential and commercial mortgage-related assets (including loans, securities and derivatives), and long-dated or complex derivatives (including certain equity and currency derivatives and long-dated options on gas and power)). As required by Fair Value Accounting, when the inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. For example, a Level3 fair value measurement may include inputs that |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | |
9 Months Ended
Sep. 30, 2009 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | Note5.Fair Value of Financial Instruments Disclosure is required on an interim and annual basis of the estimated fair value of financial instruments, including those financial instruments for which Merrill Lynch did not make the fair value option election. The fair values of such instruments have been derived, in part, by managements assumptions, the estimated amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimated fair values. Accordingly, the net realizable values could be materially different from the estimates presented below. In addition, the estimates are only indicative of the value of individual financial instruments and should not be considered an indication of the fair value of Merrill Lynch. Disclosure of the fair value of lease financing arrangements and nonfinancial instruments, including goodwill and intangible assets, is not required. The following disclosures represent financial instruments for which the ending balances at September30, 2009 are not carried at fair value in their entirety on Merrill Lynchs Condensed Consolidated Balance Sheets. Short-term Financial Instruments The carrying value of short-term financial instruments, including cash and cash equivalents, certain securities financing transactions, customer and broker-dealer receivables and payables, and commercial paper and other short-term borrowings, approximates the fair value of these instruments. These financial instruments generally expose Merrill Lynch to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. Merrill Lynch applied the fair value option election for certain securities financing transactions. Loans, Notes and Mortgages Fair values were generally determined by discounting both principal and interest cash flows expected to be collected using an observable discount rate for similar instruments with adjustments that management believes a market participant would consider in determining fair value. Merrill Lynch estimates the cash flows expected to be collected using internal credit risk, interest rate and prepayment risk models that incorporate managements best estimate of current key assumptions, such as default rates, loss severity and prepayment speeds for the life of the loan. Merrill Lynch made the fair value option election for certain loans and loan commitments. See Note4 for additional information on loans for which Merrill Lynch made the fair value option election. Deposits The fair value for certain deposits with stated maturities was calculated by discounting contractual cash flows using current market rates for instruments with similar maturities. For deposits with no stated maturities, the carrying amount was considered to approximate fair value and does not take into account the significant value of the cost advantage and stability of Merrill Lynchs long-term relationships with depositors. Long-term Borrowings Merrill Lynch uses quoted market prices for its long-term borrowings when available. When quoted market prices are |
Derivatives
Derivatives | |
9 Months Ended
Sep. 30, 2009 | |
Derivatives [Abstract] | |
Derivatives | Note6.Derivatives A derivative is an instrument whose value is derived from an underlying instrument or index, such as interest rates, equity security prices, currencies, commodity prices or credit spreads. Derivatives include futures, forwards, swaps, or option contracts, or other financial instruments with similar characteristics. Derivative contracts often involve future commitments to exchange interest payment streams or currencies based on a notional or contractual amount (e.g., interest rate swaps or currency forwards) or to purchase or sell other financial instruments at specified terms on a specified date (e.g., options to buy or sell securities or currencies). Derivatives Accounting establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (embedded derivatives) and for hedging activities. Derivatives Accounting requires that an entity recognize all derivatives as either assets or liabilities and measure those instruments at fair value. The fair value of all derivatives is recorded on a net-by-counterparty basis on the Condensed Consolidated Balance Sheets where management believes a legal right of setoff exists under an enforceable netting agreement. All derivatives, including bifurcated embedded derivatives within structured notes, are reported on the Condensed Consolidated Balance Sheets as trading assets and liabilities. The accounting for changes in fair value of a derivative instrument depends on its intended use and if it is designated and qualifies as an accounting hedging instrument under Derivatives Accounting. Trading derivatives Merrill Lynch enters into derivatives to facilitate client transactions, for proprietary trading and financing purposes, and to manage risk exposures arising from trading assets and liabilities. Changes in fair value for these derivatives are reported in current period earnings as principal transactions revenues. Non-trading derivatives Merrill Lynch also enters into derivatives in order to manage risk exposures arising from assets and liabilities not carried at fair value as follows: 1. Merrill Lynchs debt was issued in a variety of maturities and currencies to achieve the lowest cost financing possible. Merrill Lynch enters into derivative transactions to hedge these liabilities. Derivatives used most frequently include swap agreements that: Convert fixed-rate interest payments into variable payments; Change the underlying interest rate basis or reset frequency;and Change the settlement currency of a debt instrument. Changes in the fair value of interest rate derivatives are reported in interest expense when hedge accounting is applied; otherwise changes in fair value are reported in other revenue. Changes in the fair value of foreign currency derivatives are reported in other revenue. 2. Merrill Lynch uses foreign-exchange forward contracts, foreign-exchange options, and currency swaps to hedge its net investments in foreign operations, as well as other foreign currency exposures (e.g., non-U.S.dollar denom |
Securities Financing Transactio
Securities Financing Transactions | |
9 Months Ended
Sep. 30, 2009 | |
Securities Financing Transactions Disclosure [Abstract] | |
Securities Financing Transactions | Note7.Securities Financing Transactions Merrill Lynch enters into secured borrowing and lending transactions in order to meet customers needs and earn residual interest rate spreads, obtain securities for settlement and finance trading inventory positions. Under these transactions, Merrill Lynch either receives or provides collateral, including U.S.Government and agency securities, asset-backed, corporate debt, equity, and non-U.S.government and agency securities. Merrill Lynch receives collateral in connection with resale agreements, securities borrowed transactions, customer margin loans and other loans. Under most agreements, Merrill Lynch is permitted to sell or repledge the securities received (e.g., use the securities to secure repurchase agreements, enter into securities lending transactions, or deliver to counterparties to cover short positions). At September30, 2009 and December26, 2008, the fair value of securities received as collateral where Merrill Lynch is permitted to sell or repledge the securities was $314billion and $327billion, respectively, and the fair value of the portion that has been sold or repledged was $259billion and $251billion, respectively. Merrill Lynch may use securities received as collateral for resale agreements to satisfy regulatory requirements such as Rule15c3-3 of the Securities Exchange Act of 1934. Merrill Lynch additionally receives securities as collateral in connection with certain securities transactions in which Merrill Lynch is the lender. In instances where Merrill Lynch is permitted to sell or repledge securities received, Merrill Lynch reports the fair value of such securities received as collateral and the related obligation to return securities received as collateral in the Condensed Consolidated Balance Sheets. The carrying value and classification of securities owned by Merrill Lynch that have been pledged to counterparties where those counterparties do not have the right to sell or repledge at September30, 2009 and December26, 2008 are as follows: (dollars in millions) Successor Company Predecessor Company September30, 2009 December26, 2008 Trading asset category Corporate debt and preferred stock $ 6,318 $ 15,024 Equities and convertible debentures 5,188 10,995 U.S. Government and agencies 3,578 4,982 Mortgages, mortgage-backed, and asset-backed securities 3,488 12,462 Municipals and money markets 2,000 1,320 Non-U.S. governments and agencies 786 587 Total $ 21,358 $ 45,370 Additionally, Merrill Lynch has pledged approximately $2.8billion and $18.6billion of loans, and $895million and $4.4billion of investment securities to counterparties at September30, 2009 and December26, 2008, respectively, where those counterparties do not have the right to sell or repledge those assets. In some cases, Merrill Lynch has transferred assets to consoli |
Investment Securities
Investment Securities | |
9 Months Ended
Sep. 30, 2009 | |
Investment Securities [Abstract] | |
Investment Securities | Note8.Investment Securities Investment securities on the Condensed Consolidated Balance Sheets include: Investments within the scope of Investment Accounting that are held by ML Co. and certain of its non-broker-dealer entities, including Merrill Lynch banks, and consist of: Debt securities, including debt held-for-investment and liquidity and collateral management purposes that are classified as available-for-sale, debt securities held for trading purposes, and debt securities that Merrill Lynch intends to hold until maturity; Marketable equity securities, which are generally classified as available-for-sale. Non-qualifying investments are those that are not within the scope of Investment Accounting and consist principally of equity investments, including investments in partnerships and joint ventures. Included in equity investments are investments accounted for under the equity method of accounting, which consist of investments in (i)partnerships and certain limited liability corporations where Merrill Lynch has more than a minor influence (generally defined as greater than a three percent interest) and (ii)corporate entities where Merrill Lynch has the ability to exercise significant influence over the investee (generally defined as ownership and voting interest of 20% to 50%). Also included in equity investments are private equity investments that Merrill Lynch holds for capital appreciation and/or current income and which are accounted for at fair value in accordance with the Investment Company Guide, as well as private equity investments accounted for at fair value under the fair value option election. The carrying value of such private equity investments reflects expected exit values based upon market prices or other valuation methodologies, including discounted expected cash flows and market comparables of similar companies. Investment securities reported on the Condensed Consolidated Balance Sheets at September30, 2009 and December26, 2008 are as follows: (dollars in millions) Successor Company Predecessor Company September30, 2009 December26, 2008 Investment securities Available-for-sale(1) $ 18,288 $ 34,103 Trading 1,576 1,745 Held-to-maturity(2) 253 4,576 Non-qualifying(3) Equity investments(4) 18,190 24,306 Investments in trust preferred securities and other investments 1,654 1,432 Total $ 39,961 $ 66,162 (1) At September30, 2009 and December26, 2008, includes $6.0billion and $9.2billion, respectively, of investment securities reported in cash and securities segregated for regulatory purposes or deposited with clearing organizations. The decline in available-for-sale securities from June30, 2009 primarily reflected asset sales and the sale of MLBUSA to Bank of America. (2) The 2008 balance primarily relates to notes issued by Bloom |
Securitization Transactions and
Securitization Transactions and Transactions with Variable Interest Entities (VIEs) | |
9 Months Ended
Sep. 30, 2009 | |
Securitization Transactions and Transactions With Variable Interest Entities [Abstract] | |
Securitization Transactions and Transactions with Variable Interest Entities (VIEs) | Note9.Securitization Transactions and Transactions with Variable Interest Entities (VIEs) The following provides information for consolidated VIEs, for VIEs in which Merrill Lynch is the sponsor as defined below or is a significant variable interest holder (Sponsor/Significant VIH) and for VIEs that are established for securitizations and asset-backed financing arrangements. Merrill Lynch has defined sponsor to include all transactions where Merrill Lynch has transferred assets to a VIE and/or structured the VIE, regardless of whether or not the asset transfer has met the sale conditions in Financial Transfers and Servicing Accounting. Merrill Lynch discloses all instances where continued involvement with the assets exposes it to potential economic gain/(loss), regardless of whether or not that continued involvement is considered to be a variable interest in the VIE. Continued involvement includes: Retaining or holding an interest in the VIE, Providing liquidity or other support to the VIE or directly to the investors in the VIE. This includes liquidity facilities, guarantees, and derivatives that absorb the risk of the assets in the VIE, including total return swaps and written credit default swaps, Servicing the assets in the VIE,and Acting as counterparty to derivatives that do not absorb the risk of the assets in the VIE. These include derivatives that introduce risk into the VIE such as credit default swaps where the VIE takes credit risk (generally found in credit-linked note structures) or equity derivatives where the VIE takes equity risk (generally found in equity-linked note structures); however, Merrill Lynch excludes transactions where it only acts as counterparty to interest rate or foreign exchange derivatives. Merrill Lynch has not provided financial support to any VIE beyond that which is contractually required. Quantitative information on contractually required support is reflected in the tables provided below and in Note14. Transactions with VIEs are categorized as follows: Primary Beneficiary Includes transactions where Merrill Lynch is the primary beneficiary and consolidates the VIE. Sponsor/Significant VIH Includes transactions where Merrill Lynch is the sponsor and has continued involvement with the VIE or is a significant variable interest holder in the VIE. This category excludes most transactions where Merrill Lynch transferred financial assets and the transfer was accounted for as a sale (these transactions are included in securitization transactions as described below). However, unconsolidated credit linked noteVIEs (CLNs) and CDOs/CLOs are included in this category, regardless of whether or not Merrill Lynch transferred financial assets and accounted for the transfer as a sale. Securitization transactions Securitization transactions include transactions where Merrill Lynch transferred financial assets and accounted for the transfer as a sale (with the exception noted above). These transactions also include asset-backed financing arrangements. This category includes both QSPEs and non-QSPEs and is reflected in the securitization section of th |
Loans, Notes, Mortgages and Rel
Loans, Notes, Mortgages and Related Commitments to Extend Credit | |
9 Months Ended
Sep. 30, 2009 | |
Loans Notes Mortgages and Related Commitments to Extend Credit [Abstract] | |
Loans, Notes, Mortgages and Related Commitments to Extend Credit | Note10. Loans, Notes, Mortgages and Related Commitments to Extend Credit Loans, notes, mortgages and related commitments to extend credit include: Consumer loans, which are substantially secured, including residential mortgages, home equity loans, and other loans to individuals for household, family, or other personal expenditures;and Commercial loans including corporate and institutional loans (including corporate and financial sponsor, non-investment grade lending commitments), commercial mortgages, asset-based loans, small- and middle-market business loans, and other loans to businesses. Loans, notes, mortgages and related commitments to extend credit at September30, 2009 and December26, 2008, are presented below. This disclosure includes commitments to extend credit that, if drawn upon, will result in loans held for investment or loans held for sale. (dollars in millions) Loans Commitments(1) Successor Predecessor Successor Predecessor Company Company Company Company September30, December26, September30, December26, 2009 2008 2009(2)(3) 2008 Consumer: Mortgages $ 26,862 $ 29,397 $ 7,499 $ 8,269 Other 9,446 1,360 399 2,582 Commercial and small- and middle-market business: Investment grade 12,566 17,321 8,256 28,269 Non-investment grade 18,969 23,184 6,455 9,291 67,843 71,262 22,609 48,411 Allowance for loan losses (114 ) (2,072 ) - - Reserve for lending-related commitments(4) - - (1,023 ) (2,471 ) Total, net $ 67,729 $ 69,190 $ 21,586 $ 45,940 (1) Commitments are outstanding as of the date the commitment letter is issued and are comprised of closed and contingent commitments. Closed commitments represent the unfunded portion of existing commitments available for draw down. Contingent commitments are contingent on the borrower fulfilling certain conditions or upon a particular event, such as an acquisition. A portion of these contingent commitments may be syndicated among other lenders or replaced with capital markets funding. (2) See Note14 for a maturity profile of these commitments. (3) In addition to the loan origination commitments included in the table above, Merrill Lynch had agreements to purchase $478million of loans that, upon settlement of the commitment, will be classified in loans held for investment and loans held for sale. See Note14 for additiona |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | |
9 Months Ended
Sep. 30, 2009 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Note11. Goodwill and Intangible Assets In connection with the acquisition of Merrill Lynch by Bank of America, the carrying value of Merrill Lynchs goodwill as of December26, 2008 was eliminated. New goodwill was recorded on January1, 2009. In addition, as of January1, 2009, certain intangible assets were adjusted to their fair value and new intangible assets (e.g., trade name) were recorded. Refer to Note2 for further information. Goodwill Goodwill is the cost of an acquired company in excess of the fair value of identifiable net assets at the acquisition date. Goodwill is tested annually (or more frequently under certain conditions) for impairment at the reporting unit level in accordance with ASC 350, Intangibles Goodwill and Other, (Goodwill and Intangible Assets Accounting). If the fair value of the reporting unit exceeds its carrying value, its goodwill is not deemed to be impaired. If the fair value is less than the carrying value, a further analysis is required to determine the amount of impairment, if any. In connection with the acquisition by Bank of America, Merrill Lynch changed its annual impairment test date from September30, 2009 to June30, 2009 in order to conform to Bank of Americas annual test date. Based on the impairment analysis completed during the third quarter of 2009, Merrill Lynch determined that there was no impairment of goodwill as of the June30, 2009 annual test date. The following table sets forth the carrying amount of Merrill Lynchs goodwill: (dollars in millions) Predecessor Company - Goodwill, December26, 2008(1) $ 2,221 Successor Company - Goodwill, January1, 2009(2) $ 5,044 Dispositions(3) (350 ) Purchase Accounting Adjustments(4) (232 ) Goodwill, September30, 2009 $ 4,462 (1) Predecessor Company goodwill as of December26, 2008 was eliminated as of January1, 2009 as a result of purchase accounting adjustments. (2) Refer to Note2 for further information. (3) Relates to the sale of MLBUSA to a subsidiary of Bank of America on July1, 2009. Refer to Note21 for further information. (4) Represents adjustments to the preliminary purchase accounting established as of January1, 2009 in conjunction with the acquisition of Merrill Lynch by Bank of America. Intangible Assets Intangible assets with definite lives at September30, 2009 and December26, 2008 consist primarily of value assigned to customer relationships and core deposits. Intangible assets with definite lives are tested for impairment in accordance with ASC 360, Property, Plant and Equipment whenever certain conditions exist which would indicate the carrying amounts of such assets may not be recoverable. Intangible assets with definite lives are amortized over their respective estimated useful lives. Intangible assets with indefinite lives consist of value assigned to the Merrill Lynch brand and are tested for impairment in accordance with Goodwill and Intangible Assets Accounting. Intangible assets with indefinite lives are not amortized. The |
Borrowings and Deposits
Borrowings and Deposits | |
9 Months Ended
Sep. 30, 2009 | |
Borrowings and Deposits [Abstract] | |
Borrowings and Deposits | Note12. Borrowings and Deposits Prior to Merrill Lynchs acquisition by Bank of America, ML Co. was the primary issuer of all of Merrill Lynchs debt instruments. Debt instruments were also issued by certain subsidiaries. ML Co. is no longer a primary issuer of new unsecured borrowings under the Bank of America platform. Following the completion of Bank of Americas acquisition of Merrill Lynch, ML Co. became a subsidiary of Bank of America and established intercompany lending and borrowing arrangements to facilitate centralized liquidity management. Included in these intercompany agreements is an initial $75billion one-year, revolving unsecured line of credit that allows ML Co. to borrow funds from Bank of America for operating requirements at a spread to LIBOR that is reset periodically and is consistent with other intercompany agreements. The maturity date for this credit line is January1, 2010. The credit line will automatically be extended by one year to the succeeding January1stunless Bank of America provides written notice not to extend at least 45days prior to the maturity date. The agreement does not contain any financial or other covenants. During the first nine months of 2009, ML Co. periodically borrowed against the line of credit. There were no outstanding borrowings against the line of credit at September30, 2009. The value of Merrill Lynchs debt instruments as recorded on the Condensed Consolidated Balance Sheets does not necessarily represent the amount that will be repaid at maturity. This is due to the following: As a result of the acquisition by Bank of America, all debt instruments were adjusted to their fair value on January1, 2009; Certain debt issuances are accounted for at fair value and incorporate changes in Merrill Lynchs creditworthiness as well as other underlying risks (see Note4); Certain structured notes whose coupon or repayment terms are linked to the performance of debt and equity securities, indices, currencies or commodities reflect the fair value of those risks;and Certain debt issuances are adjusted for the impact of fair value hedge accounting (see Note 6). Total borrowings at September30, 2009 and December26, 2008, which are comprised of short-term borrowings, long-term borrowings and junior subordinated notes (related to trust preferred securities), consisted of the following: (dollars in millions) Successor Company Predecessor Company September30, December26, 2009 2008 Senior debt issued by ML Co. $ 87,586 $ 140,615 Senior debt issued by subsidiaries guaranteed by ML Co. 7,465 11,598 Senior structured notes issued by ML Co. 33,386 34,541 Senior structured notes issued by subsidiaries guaranteed by ML Co. 18,392 24,048 Subordinated debt issued by ML Co. 11,903 13,317 Junior subordinated notes (related to trust preferred securities) 3,546 5,256 Other subsidiary financing non-recourse(1) and/or not guarante |
Stockholders Equity and Earning
Stockholders Equity and Earnings Per Share | |
1/1/2009 - 9/30/2009
| |
Stockholders' Equity and Earnings Per Share [Abstract] | |
Stockholders' Equity and Earnings Per Share | Note13. Stockholders Equity and Earnings Per Share Preferred Equity As of the completion of the acquisition of Merrill Lynch by Bank of America, ML Co. Series1 through Series8 preferred stock that were outstanding as of December26, 2008 were converted into Bank of America preferred stock with substantially identical terms of the corresponding series of ML Co. preferred stock (except for additional voting rights provided to the Bank of America securities). Mandatory Convertible On July28, 2008, holders of $4.9billion of the $6.6billion of then-outstanding Series1 convertible preferred stock agreed to exchange their Series1 convertible preferred stock for approximately 177million shares of Merrill Lynch common stock, plus $65million in cash. Holders of the remaining $1.7billion of Series1 convertible preferred stock agreed to exchange their preferred stock for new mandatory convertible preferred stock described below. Because all holders of Series1 convertible preferred stock exchanged their shares, the reset feature associated with the Series1 convertible preferred stock was eliminated. In connection with the exchange of the Series1 convertible preferred stock and in satisfaction of its obligations under the reset provisions of the Series1 convertible preferred stock, Merrill Lynch recorded additional preferred dividends of $2.1billion in the third quarter of 2008. On July28, 2008 Merrill Lynch issued an aggregate of 12,000shares of newly issued 9% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series2, par value $1.00 per share and liquidation preference $100,000 per share (the Series2 convertible preferred stock). On July29, 2008 Merrill Lynch issued an aggregate of 5,000shares of newly issued 9% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock, Series3, par value $1.00 per share and liquidation preference $100,000 per share (the Series3 convertible preferred stock and, together with the Series2 convertible preferred stock, the new convertible preferred stock). The new convertible preferred stock remained issued and outstanding subsequent to the acquisition by Bank of America, but is now convertible into Bank of America common stock. Each share of the Series2 and Series3 convertible preferred stock will be converted on October15, 2010 into a maximum of 2,605shares and 3,820shares, respectively, of Bank of Americas common stock; however, they are optionally convertible prior to that date into 2,227shares and 3,265shares, respectively, of Bank of Americas common stock. Common Stock As of the completion of the acquisition of Merrill Lynch by Bank of America, each outstanding share of ML Co. common stock was converted into 0.8595shares of Bank of America common stock. Since January1, 2009, there have been 1,000shares of ML Co. common stock outstanding, all of which are owned by Bank of America. In connection with Merrill Lynchs July 2008 offering of common stock, a $2.5billion payment to affiliates and transferees of Temasek Holdings (Private) Limited was recorded as an expense in the Condensed Consolidated Statements of Earnings/(Loss) for the three and nine months e |
Commitments Contingencies and G
Commitments Contingencies and Guarantees | |
9 Months Ended
Sep. 30, 2009 | |
Commitments, Contingencies and Guarantees [Abstract] | |
Commitments, Contingencies and Guarantees | Note14. Commitments, Contingencies and Guarantees Litigation Merrill Lynch has been named as a defendant in various legal actions, including arbitrations, class actions, and other litigation arising in connection with its activities as a global diversified financial services institution. Some of the legal actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. In some cases, the issuers that would otherwise be the primary defendants in such cases are bankrupt or otherwise in financial distress. Merrill Lynch is also involved in investigations and/or proceedings by governmental and self-regulatory agencies. Merrill Lynch believes it has strong defenses to, and where appropriate, will vigorously contest many of these matters. Given the number of these matters, some are likely to result in adverse judgments, penalties, injunctions, fines, or other relief. Merrill Lynch may explore potential settlements before a case is taken through trial because of the uncertainty, risks, and costs inherent in the litigation process. In accordance with ASC 450, Contingencies, Merrill Lynch will accrue a liability when it is probable of being incurred and the amount of the loss can be reasonably estimated. In many lawsuits and arbitrations, including almost all of the class action lawsuits, it is not possible to determine whether a liability has been incurred or to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no accrual is made until that time. In view of the inherent difficulty of predicting the outcome of such matters, particularly in cases in which claimants seek substantial or indeterminate damages, Merrill Lynch cannot predict or estimate what the eventual loss or range of loss related to such matters will be. Merrill Lynch continues to assess these cases and believes, based on information available to it, that the resolution of these matters will not have a material adverse effect on the financial condition of Merrill Lynch as set forth in the Condensed Consolidated Financial Statements, but may be material to Merrill Lynchs operating results or cash flows for any particular period and may impact ML Co.s credit ratings. Commitments At September30, 2009, Merrill Lynchs commitments had the following expirations: (dollars in millions) Commitment expiration Less than 1+ - 3 3+ - 5 Over 5 Total 1year years years years Lending commitments $ 22,609 $ 7,747 $ 6,174 $ 3,691 $ 4,997 Purchasing and other commitments 6,285 2,524 968 1,358 1,435 Operating leases 3,791 761 1,305 841 884 Commitments to enter into forward dated resale and securities borrowing agreements 69,616 69,616 - - - Commitments to enter into forward dated repurchase and securities lending agreements |
Employee Benefit Plans
Employee Benefit Plans | |
9 Months Ended
Sep. 30, 2009 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note15. Employee Benefit Plans Merrill Lynch provides pension and other postretirement benefits to its employees worldwide through defined contribution pension, defined benefit pension and other postretirement plans. These plans vary based on the country and local practices. Merrill Lynch reserves the right to amend or terminate these plans at any time. Refer to Note12 of the 2008 Annual Report for a complete discussion of employee benefit plans. Effective January1, 2009, Merrill Lynchs employee benefit plans were assumed by Bank of America. Defined Benefit Pension Plans Pension cost for the three and nine months ended September30, 2009 and September26, 2008, for Merrill Lynchs defined benefit pension plans, included the following components: (dollars in millions) Successor Company Three Months Ended Nine Months Ended September30, 2009 September30, 2009 U.S. Plans Non-U.S. Plans Total U.S. Plans Non-U.S. Plans Total Service cost $ - $ 6 $ 6 $ - $ 19 $ 19 Interest cost 25 17 42 74 52 126 Expected return on plan assets (37 ) (17 ) (54 ) (111 ) (52 ) (163 ) Total defined benefit pension cost $ (12 ) $ 6 $ (6 ) $ (37 ) $ 19 $ (18 ) (dollars in millions) Predecessor Company Three Months Ended Nine Months Ended September26, 2008 September 26, 2008 U.S. Plans Non-U.S. Plans Total U.S. Plans Non-U.S. Plans Total Service cost $ - $ 7 $ 7 $ - $ 21 $ 21 Interest cost 24 21 45 72 64 136 Expected return on plan assets (29 ) (21 ) (50 ) (88 ) (64 ) (152 ) Amortization of net (gains)/losses, prior service costs and other - 3 3 - 9 9 Total defined benefit pension cost $ (5 ) $ 10 $ 5 $ (16 ) $ 30 $ 14 Merrill Lynch disclosed in its 2008 Annual Report that it expected to pay $1million of benefit payments to participants in the U.S.non-qualified pension plan and that it expected to contribute $120million and $55million, respectively, to its U.S.and non-U.S.defined benefit pension plans in 2009. Merrill Lynch does not expect its contributions to differ significantly from amounts previously disclosed. Postre |
Income Taxes
Income Taxes | |
9 Months Ended
Sep. 30, 2009 | |
Income Taxes [Abstract] | |
Income Taxes | Note16. Income Taxes On September30, 2009, Merrill Lynchs net deferred tax asset was approximately $16billion. This balance included the January1, 2009 impact of measuring Merrill Lynchs deferred tax assets and liabilities under the acquisition method of accounting and also reflects the sale of MLBUSA to a subsidiary of Bank of America during the third quarter of 2009. This measurement process resulted in an adjustment to certain deferred tax assets and liabilities, including a $1billion reduction to valuation allowances primarily associated with the U.S.federal capital losses and foreign tax credit carryforwards. The remeasured net deferred tax asset includes carryforward amounts generated in the U.S.and U.K. that are deductible in the future as net operating losses (NOLs). The U.K. NOL deferred tax asset of approximately $10billion has an unlimited carryforward period but, due to change-in-control limitations in the three years prior to and following the change in ownership, can be jeopardized by certain major changes in the nature or conduct of the U.K. businesses. The U.S.federal NOL of $12billion, which is represented by a deferred tax asset of approximately $4billion, can be carried forward against future tax periods of Bank of America until 2028. Merrill Lynch has concluded that no valuation allowances are necessary to reduce NOL deferred tax assets since estimated future taxable income will more likely than not be sufficient to utilize the assets prior to expiration. Due to capital gains recognized by Bank of America during the nine month period ended September, 30, 2009, Merrill Lynchs effective tax rate reflects the release of $750million of a valuation allowance attributable to its federal capital loss carryforward during 2009. Merrill Lynch is under examination by the Internal Revenue Service (IRS) and other tax authorities in countries and states in which Merrill Lynch has significant business operations. The tax years under examination vary by jurisdiction. The IRS audits for the years 2005, 2006 and 2007may be completed in 2009. The IRS proposed adjustments for two issues in the audit for the tax year 2004 which MerrillLynch has protested to the Appeals office. The issues involve eligibility for the dividend received deduction and foreign tax credits with respect to certain transactions. Similarly, Merrill Lynch intends to protest any proposed adjustments for these two issues for the years 2005, 2006 and 2007. During 2008, the Japanese tax authorities completed the audit of the fiscal tax years April1, 2003 through March31, 2007. An assessment reflecting the Japanese tax authorities view that certain income on which Merrill Lynch previously paid income tax to other international jurisdictions, primarily the U.S., should have been allocated to Japan was issued and paid in 2008. Similar to another Japan tax assessment received in 2005, Merrill Lynch is in the process of obtaining clarification from international authorities (Competent Authority) on the appropriate allocation of income among multiple jurisdictions to prevent double taxation. The audits in the U.K. for the tax year 2006 and in Germany for the tax ye |
Regulatory Requirements
Regulatory Requirements | |
9 Months Ended
Sep. 30, 2009 | |
Regulatory Requirements [Abstract] | |
Regulatory Requirements | Note17. Regulatory Requirements Prior to its acquisition by Bank of America, Merrill Lynch was a consolidated supervised entity subject to group-wide supervision by the SEC and capital requirements generally consistent with the standards of the Basel Committee on Banking Supervision. As such, Merrill Lynch computed allowable capital and risk allowances consistent with BaselII capital standards; permitted the SEC to examine the books and records of ML Co. and any affiliate that did not have a principal regulator; and had various additional SEC reporting, record-keeping, and notification requirements. As a wholly-owned subsidiary of Bank of America, a bank holding company that is also a financial holding company, Merrill Lynch is subject to the oversight of, and inspection by, the Board of Governors of the Federal Reserve System. Certain U.S.and non-U.S.subsidiaries are subject to various securities and banking regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These regulatory restrictions may impose regulatory capital requirements and limit the amounts that these subsidiaries can pay in dividends or advance to Merrill Lynch. MerrillLynchs principal regulated subsidiaries are discussed below. Securities Regulation As a registered broker-dealer, Merrill Lynch, Pierce, Fenner Smith Incorporated (MLPFS) is subject to the net capital requirements of Rule15c3-1 under the Securities Exchange Act of 1934 (the Rule). Under the alternative method permitted by the Rule, the minimum required net capital, as defined, shall be the greater of 2% of aggregate debit items (ADI) arising from customer transactions or $500million in accordance with AppendixE of the Rule. At September30, 2009, MLPFSs regulatory net capital of $5.4billion was approximately 45% of ADI, and its regulatory net capital in excess of the SEC minimum required was $4.9billion. As a futures commission merchant, MLPFS is also subject to the capital requirements of the Commodity Futures Trading Commission (CFTC), which requires that minimum net capital should not be less than 8% of the total customer risk margin requirement plus 4% of the total non-customer risk margin requirement. At September30, 2009, MLPFS regulatory net capital of $5.4billion exceeded the CFTC minimum requirement of $614million by $4.8billion. Merrill Lynch International (MLI), a U.K. regulated investment firm, is subject to capital requirements of the Financial Services Authority (FSA). Financial resources, as defined, must exceed the total financial resources requirement set by the FSA. At September30, 2009, MLIs financial resources were $18.4billion, exceeding the minimum requirement by $1.9billion. Merrill Lynch Japan Securities Co., Ltd. (MLJS), a Japan-based regulated broker-dealer, is subject to capital requirements of the Japanese Financial Services Agency (JFSA). Net capital, as defined, must exceed 120% of the total risk equivalents requirement of the JFSA. At September30, 2009, MLJSs net capital was $1.6billion, exceeding the minimum requirement by $978million. Merrill Ly |
Discontinued Operations
Discontinued Operations | |
9 Months Ended
Sep. 30, 2009 | |
Discontinued Operations [Abstract] | |
Sale of Business | Note18. Discontinued Operations During the three and nine months ended September26, 2008, Merrill Lynch recorded pre-tax losses of $53million and $110million, and net losses of $32million and $45million within discontinued operations. Such results were associated with Merrill Lynch Life Insurance Company and ML Life Insurance Company of New York, which were sold in 2007, and Merrill Lynch Capital, which was sold in 2008. |
Restructuring Charge
Restructuring Charge | |
9 Months Ended
Sep. 30, 2009 | |
Restructuring Charges [Abstract] | |
Restructuring Charge | Note19. Restructuring Charge Merrill Lynch recorded a pre-tax restructuring charge of approximately $486million during 2008, of which $39million and $484million was recorded in the three and nine months ended September26, 2008, respectively. The full year 2008 charge was comprised of severance costs of $348million and expenses related to the accelerated amortization of previous granted equity-based compensation awards of $138million. During 2008, Merrill Lynch made cash payments, primarily severance related, of $331million, resulting in a remaining liability balance of $17million as of December26, 2008. During the first nine months of 2009, Merrill Lynch made cash payments, primarily severance related, of $11million, resulting in a remaining liability balance of $6million as of September30, 2009. This liability is recorded in other payables on the Condensed Consolidated Balance Sheets. |
Related Party Transactions
Related Party Transactions | |
9 Months Ended
Sep. 30, 2009 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note20. Related Party Transactions Merrill Lynch has entered into various transactions with Bank of America, primarily in connection with certain sales and trading and financing activities. Details on amounts receivable from and payable to Bank of America as of September30, 2009 are presented below: Receivables from Bank of America are comprised of: (dollars in millions) Cash and cash equivalents $ 10,796 Cash and securities segregated for regulatory purposes 1,800 Receivables under resale agreements and securities borrowed transactions 1,445 Trading assets 471 Intercompany funding receivable 4,115 Other receivables 2,377 Other assets 442 Total $ 21,446 Payables to Bank of America are comprised of: (dollars in millions) Payables under repurchase agreements $ 12,217 Payables under securities loaned transactions 10,187 Trading liabilities 338 Other payables 4,122 Total $ 26,864 Revenues and expenses related to transactions with Bank of America were not material for the three and nine months ended September30, 2009. |
Sale of U.S. Banks to Bank of A
Sale of U.S. Banks to Bank of America | |
9 Months Ended
Sep. 30, 2009 | |
Sale of U.S. Banks to Bank of America [Abstract] | |
Sale Of U.S. Banks to Bank of America | Note21. Sale of U.S. Banks to Bank of America During the second quarter of 2009, the separate boards of directors of MLBUSA and MLBT-FSB approved the sale of their respective entities to a subsidiary of Bank of America. In both transactions, Merrill Lynch sold the shares of the respective entity to Bank of America. The sale price of each entity was equal to its net book value as of the date of transfer. Consideration for the sale of MLBUSA was in the form of an $8.9billion floating rate demand note payable from Bank of America to Merrill Lynch, while MLBT-FSB was sold for cash of approximately $4.4billion. The demand note received by Merrill Lynch in connection with the MLBUSA sale had a stated interest rate that was a market rate at the time of sale. The MLBUSA sale was completed on July1, 2009. At that time, MLBUSA was merged into Bank of America, N.A., a subsidiary of Bank of America. The sale of MLBT-FSB was completed on November2, 2009. At that time, MLBT-FSB was also merged into Bank of America, N.A. At September30, 2009, the total assets of MLBT-FSB were $37.7billion. In October, 2009, Bank of America announced that it had reached a definitive agreement to sell First Republic Bank, a division of MLBT-FSB, to a group of third party investors. The sale is expected to close in the second quarter of 2010, subject to receipt of all regulatory approvals. |