Exhibit 99.8
MERRILL LYNCH & CO., INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE
Page Reference
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Financial Statement Schedule |
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Schedule I Condensed Financial Information of Registrant
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F-2 to F-9 |
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Condensed Statements of Earnings and Comprehensive Income
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F-2 |
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Condensed Balance Sheets
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F-3 |
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Condensed Statements of Cash Flows
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F-4 |
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Notes to Condensed Financial Statements
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F-5 to F-9 |
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Report of Independent Registered Public Accounting Firm
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F-10 |
F-1
Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
MERRILL LYNCH & CO., INC.
(Parent Company Only)
CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(dollars in millions)
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Year Ended Last Friday in December |
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2005 |
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2004 |
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2003 |
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(52 weeks) |
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(53 weeks) |
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|
(52 weeks) |
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REVENUES |
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|
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|
|
|
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|
|
|
|
Interest |
|
$ |
4,197 |
|
|
$ |
2,174 |
|
|
$ |
1,551 |
|
Management service fees (from affiliates) |
|
|
323 |
|
|
|
323 |
|
|
|
448 |
|
Other |
|
|
41 |
|
|
|
54 |
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|
84 |
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Total Revenues |
|
|
4,561 |
|
|
|
2,551 |
|
|
|
2,083 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense |
|
|
4,205 |
|
|
|
2,207 |
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|
|
1,693 |
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Net Revenues |
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|
356 |
|
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|
344 |
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|
390 |
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NON-INTEREST EXPENSES |
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|
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|
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Compensation and benefits |
|
|
360 |
|
|
|
292 |
|
|
|
339 |
|
Professional fees |
|
|
147 |
|
|
|
150 |
|
|
|
44 |
|
Communications and technology |
|
|
89 |
|
|
|
63 |
|
|
|
63 |
|
Occupancy and related depreciation |
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|
40 |
|
|
|
24 |
|
|
|
52 |
|
Net expenses related to September 11th |
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|
|
|
|
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18 |
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Other |
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|
153 |
|
|
|
104 |
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|
|
24 |
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|
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|
|
|
|
|
|
|
|
|
|
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|
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Total Non-Interest Expenses |
|
|
789 |
|
|
|
633 |
|
|
|
540 |
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|
|
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|
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LOSSES BEFORE INCOME TAXES |
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|
(433 |
) |
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|
(289 |
) |
|
|
(150 |
) |
Income Tax Benefit |
|
|
369 |
|
|
|
140 |
|
|
|
82 |
|
|
|
|
|
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|
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EQUITY IN EARNINGS OF AFFILIATES, NET OF TAX |
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|
5,180 |
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|
4,585 |
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|
3,904 |
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NET EARNINGS |
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$ |
5,116 |
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|
$ |
4,436 |
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$ |
3,836 |
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|
|
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OTHER COMPREHENSIVE (LOSS) INCOME, NET OF
TAX |
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|
(363 |
) |
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|
70 |
|
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|
19 |
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COMPREHENSIVE INCOME |
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$ |
4,753 |
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|
$ |
4,506 |
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$ |
3,855 |
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NET EARNINGS APPLICABLE TO COMMON
STOCKHOLDERS |
|
$ |
5,046 |
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$ |
4,395 |
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$ |
3,797 |
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See Notes to Condensed Financial Statements.
F-2
Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
MERRILL LYNCH & CO., INC.
(Parent Company Only)
CONDENSED BALANCE SHEETS
(dollars in millions, except per share amounts)
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|
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December 30, |
|
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December 31, |
|
|
|
2005 |
|
|
2004 |
|
ASSETS
|
Cash and cash equivalents |
|
$ |
3,074 |
|
|
$ |
5,389 |
|
Cash pledged as collateral |
|
|
285 |
|
|
|
285 |
|
Receivables under resale agreements |
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|
4,543 |
|
|
|
3,348 |
|
Investment securities (includes securities pledged as collateral
of $12,129 in 2005 and $10,954 in 2004) |
|
|
25,290 |
|
|
|
20,918 |
|
Advances to affiliates |
|
|
|
|
|
|
|
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Senior advances |
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|
86,259 |
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|
78,617 |
|
Subordinated loans and preferred securities |
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|
18,730 |
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|
17,482 |
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|
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|
|
|
|
|
|
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|
104,989 |
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|
96,099 |
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|
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|
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Investments in affiliates |
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|
29,223 |
|
|
|
30,921 |
|
Equipment and facilities (net of accumulated depreciation
and amortization of $195 in 2005 and $236 in 2004) |
|
|
60 |
|
|
|
65 |
|
Other receivables and assets |
|
|
1,071 |
|
|
|
2,051 |
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|
|
|
|
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TOTAL ASSETS |
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$ |
168,535 |
|
|
$ |
159,076 |
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LIABILITIES AND STOCKHOLDERS EQUITY
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LIABILITIES |
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Payables under repurchase agreements with affiliates |
|
$ |
11,159 |
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|
$ |
10,531 |
|
Commercial paper and other short-term borrowings |
|
|
1,915 |
|
|
|
2,061 |
|
Payables to affiliates |
|
|
5,165 |
|
|
|
7,795 |
|
Other liabilities and accrued interest payable |
|
|
3,317 |
|
|
|
3,100 |
|
Long-term borrowings |
|
|
111,379 |
|
|
|
104,219 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
132,935 |
|
|
|
127,706 |
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
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|
|
|
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STOCKHOLDERS EQUITY |
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|
|
|
|
|
|
|
Preferred Stockholders Equity (liquidation preference of
$30,000 per share; issued: 2005 93,000 shares; 2004 21,000
shares) |
|
|
2,773 |
|
|
|
630 |
|
Less:
Treasury stock, at cost (2005 3,315 shares; 2004 0 shares) |
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Preferred Stockholders Equity |
|
|
2,673 |
|
|
|
630 |
|
|
|
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|
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Common Stockholders Equity |
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|
|
|
|
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Shares exchangeable into common stock |
|
|
41 |
|
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|
41 |
|
Common
stock: (par value $1.33 1/3 per share; authorized: 3,000,000,000 shares; |
|
|
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|
|
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|
issued: 2005 1,148,714,008 shares
and 2004 1,098,991,806 shares) |
|
|
1,531 |
|
|
|
1,465 |
|
Paid-in capital |
|
|
15,012 |
|
|
|
12,332 |
|
Accumulated other comprehensive loss (net of tax) |
|
|
(844 |
) |
|
|
(481 |
) |
Retained earnings |
|
|
26,824 |
|
|
|
22,485 |
|
|
|
|
|
|
|
|
|
|
|
42,564 |
|
|
|
35,842 |
|
Less: Treasury stock, at cost (2005 233,112,271 shares; |
|
|
|
|
|
|
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|
2004 170,955,057 shares) |
|
|
7,945 |
|
|
|
4,230 |
|
Unamortized employee stock grants |
|
|
1,692 |
|
|
|
872 |
|
|
|
|
|
|
|
|
Total Common Stockholders Equity |
|
|
32,927 |
|
|
|
30,740 |
|
|
|
|
|
|
|
|
Total Stockholders Equity |
|
|
35,600 |
|
|
|
31,370 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
168,535 |
|
|
$ |
159,076 |
|
|
|
|
|
|
|
|
See Notes to Condensed Financial Statements.
F-3
Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
MERRILL LYNCH & CO., INC.
(Parent Company Only)
CONDENSED STATEMENTS OF CASH FLOWS
(dollars in millions)
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|
Year Ended Last Friday in December |
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Cash Flows from Operating Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings |
|
$ |
5,116 |
|
|
$ |
4,436 |
|
|
$ |
3,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash items included in earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of affiliates |
|
|
(5,180 |
) |
|
|
(4,585 |
) |
|
|
(3,904 |
) |
Depreciation and amortization |
|
|
15 |
|
|
|
13 |
|
|
|
23 |
|
Stock compensation expense |
|
|
54 |
|
|
|
41 |
|
|
|
72 |
|
Deferred taxes |
|
|
101 |
|
|
|
125 |
|
|
|
316 |
|
Other |
|
|
254 |
|
|
|
215 |
|
|
|
106 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash pledged as collateral |
|
|
|
|
|
|
11 |
|
|
|
79 |
|
Receivables under resale agreements |
|
|
(1,195 |
) |
|
|
(3,348 |
) |
|
|
|
|
Payables under repurchase agreements |
|
|
628 |
|
|
|
3,946 |
|
|
|
6,558 |
|
Dividends and partnerships distributions from affiliates |
|
|
5,033 |
|
|
|
874 |
|
|
|
863 |
|
Other, net |
|
|
(2,433 |
) |
|
|
3,303 |
|
|
|
3,873 |
|
|
|
|
|
|
|
|
|
|
|
Cash Provided by Operating Activities |
|
|
2,393 |
|
|
|
5,031 |
|
|
|
11,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Advances to affiliates, net of payments |
|
|
(11,519 |
) |
|
|
(12,678 |
) |
|
|
(5,742 |
) |
Maturities of available-for-sale securities |
|
|
7,998 |
|
|
|
7,272 |
|
|
|
4,695 |
|
Sales of available-for-sale securities |
|
|
4,837 |
|
|
|
2,290 |
|
|
|
7,489 |
|
Purchases of available-for-sale securities |
|
|
(18,849 |
) |
|
|
(12,587 |
) |
|
|
(20,346 |
) |
Non-qualifying investments |
|
|
1,383 |
|
|
|
(1,331 |
) |
|
|
(171 |
) |
Investments in affiliates, net of dispositions |
|
|
1,408 |
|
|
|
(521 |
) |
|
|
(800 |
) |
Equipment and facilities |
|
|
(10 |
) |
|
|
(12 |
) |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
Cash Used for Investing Activities |
|
|
(14,752 |
) |
|
|
(17,567 |
) |
|
|
(14,855 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper and other short-term borrowings |
|
|
(146 |
) |
|
|
(1,339 |
) |
|
|
29 |
|
Issuance and resale of long-term borrowings |
|
|
40,671 |
|
|
|
43,246 |
|
|
|
27,631 |
|
Settlement and repurchase of long-term borrowings |
|
|
(28,825 |
) |
|
|
(21,325 |
) |
|
|
(25,505 |
) |
Issuance of common stock |
|
|
858 |
|
|
|
589 |
|
|
|
624 |
|
Issuance of preferred stock (net of redemptions) |
|
|
2,043 |
|
|
|
205 |
|
|
|
|
|
Common stock repurchases |
|
|
(3,700 |
) |
|
|
(2,968 |
) |
|
|
|
|
Other common stock transactions |
|
|
(80 |
) |
|
|
41 |
|
|
|
69 |
|
Dividends |
|
|
(777 |
) |
|
|
(643 |
) |
|
|
(635 |
) |
|
|
|
|
|
|
|
|
|
|
Cash Provided by Financing Activities |
|
|
10,044 |
|
|
|
17,806 |
|
|
|
2,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) Increase in Cash and Cash Equivalents |
|
|
(2,315 |
) |
|
|
5,270 |
|
|
|
(820 |
) |
Cash and Cash Equivalents, beginning of year |
|
|
5,389 |
|
|
|
119 |
|
|
|
939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, end of year |
|
$ |
3,074 |
|
|
$ |
5,389 |
|
|
$ |
119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosures |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
626 |
|
|
$ |
375 |
|
|
$ |
(62 |
) |
Interest |
|
|
3,560 |
|
|
|
1,985 |
|
|
|
1,641 |
|
See Notes to Condensed Financial Statements.
F-4
NOTES TO CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY ONLY)
NOTE 1. BASIS OF PRESENTATION
The condensed financial statements of Merrill Lynch & Co., Inc. (ML & Co. or the Parent
Company) should be read in conjunction with the Consolidated Financial Statements of Merrill Lynch
& Co., Inc. and subsidiaries (collectively, Merrill Lynch) and the Notes thereto in the ML & Co.
Annual Report on Form 10-K for the fiscal year ended December 30, 2005 (the Annual Report).
Certain
reclassifications and format changes have been made to prior year amounts to conform to the
current year presentation. In 2005, Merrill Lynch changed its policy for recording the changes in
fair value of foreign exchange contracts used to economically hedge foreign denominated assets or
liabilities that are translated at the spot rate. In prior periods, Merrill Lynch recorded the
change in fair value associated with the difference between the spot translation rate and the
contracted forward translation rate in interest revenue or expense, and the revaluation of the
contract related to changes in the spot rate was recorded in other expense. In 2005, Merrill Lynch
changed its policy to record the entire change in fair value for these contracts in other revenue
in the Consolidated Statement of Earnings. Merrill Lynch made a similar change to the
classification of foreign exchange contracts that qualified as hedges of a net investment in
a foreign operation under Statement of Financial Accounting Standards (SFAS) No. 133, Accounting
for Derivative Instruments and Hedging Activities. In prior periods, changes in the fair value of
the hedge instruments that are associated with the difference between the spot translation rate and
the contracted forward translation rate (i.e. the ineffectiveness) were recorded in interest
revenue or expense. Consistent with the above change, these amounts are now reflected in other
revenues. Merrill Lynch believes this accounting presentation is more appropriate as it more
accurately reflects the overall changes in the fair value of the contracts. In addition, in prior
periods the changes related to the translation of foreign-denominated assets and liabilities were
recorded in other expense; these amounts have now been reclassified to other revenue. All prior
periods presented have been reclassified to conform to the current
period presentation. The impact on ML & Co. of this
reclassification to other revenue was not material to the Condensed
Statements of Earnings.
Included in interest revenue, is $3.2 billion, $1.8 billion and $1.3 billion of revenues from
affiliates for years ended December 30, 2005, December 31, 2004, and December 26, 2003,
respectively. Included in interest expense, is $0.6 billion, $0.3 billion and $0.4 billion of
expenses to affiliates for years ended December 30, 2005, December 31, 2004, and December 26, 2003,
respectively.
Investments in affiliates are accounted for in accordance with the equity method.
For information on the following, refer to the indicated Notes to the Consolidated Financial
Statements within the Annual Report.
|
|
|
Summary of Significant Accounting Policies (Note 1) |
|
|
|
|
Commercial Paper and Short- and Long-Term Borrowings (Note 9) |
|
|
|
|
Stockholders Equity and Earnings Per Share (Note 11) |
|
|
|
|
Commitments, Contingencies and Guarantees (Note 12) |
|
|
|
|
Employee Benefit Plans (Note 13) |
|
|
|
|
Employee Incentive Plans (Note 14) |
|
|
|
|
Income Taxes (Note 15) |
The Parent Company hedges certain risks arising from long-term borrowing payment obligations and
investments in and loans to foreign subsidiaries. See Note 9 and the Derivatives section of Note
1 to the Consolidated Financial Statements in the Annual Report, respectively, for additional
information on these hedges.
F-5
NOTE 2. SECURITIES FINANCING TRANSACTIONS
ML & Co. enters into secured borrowing and lending transactions as a part of its normal operating
activities. Under these transactions, ML & Co. will enter into repurchase or resale agreements.
Included in receivables under resale agreements, is $4.4 billion and $3.3 billion in resale
agreements with affiliates for December 30, 2005 and December 31, 2004, respectively.
NOTE 3. INVESTMENT SECURITIES
Investment securities include liquid debt instruments held for liquidity and collateral purposes.
Investment securities reported on the Condensed Balance Sheets at December 30, 2005 and December
31, 2004 are as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
Investment securities |
|
|
|
|
|
|
|
|
Available-for-sale |
|
$ |
24,312 |
|
|
$ |
18,597 |
|
Trading |
|
|
|
|
|
|
1,500 |
|
Non-qualifying(1) |
|
|
|
|
|
|
|
|
Investments in TOPrSSM partnerships |
|
|
548 |
|
|
|
548 |
|
Deferred compensation hedges(2) |
|
|
9 |
|
|
|
9 |
|
Other |
|
|
421 |
|
|
|
264 |
|
|
|
|
|
|
|
|
Total |
|
$ |
25,290 |
|
|
$ |
20,918 |
|
|
|
|
|
|
|
|
|
(1) Non-qualifying for SFAS No. 115, Accounting for Certain Investments in Debt and Equity
Securities, purposes.
(2) Represents investments economically hedging deferred compensation liabilities.
Investment securities accounted for under SFAS No. 115 are classified as available-for-sale,
held-to-maturity, or trading as described in Note 1 to the Consolidated Financial Statements within
the Annual Report.
Information regarding investment securities subject to SFAS No. 115 follows:
(dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30, 2005 |
|
|
December 31, 2004 |
|
|
|
Cost/ |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
Cost/ |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage- and
asset-
backed
securities |
|
$ |
22,055 |
|
|
$ |
45 |
|
|
$ |
(165 |
) |
|
$ |
21,935 |
|
|
$ |
16,834 |
|
|
$ |
47 |
|
|
$ |
(76 |
) |
|
$ |
16,805 |
|
U.S. Government
and agencies |
|
|
2,409 |
|
|
|
|
|
|
|
(32 |
) |
|
|
2,377 |
|
|
|
1,597 |
|
|
|
|
|
|
|
(4 |
) |
|
|
1,593 |
|
Other debt
securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
174 |
|
|
|
25 |
|
|
|
|
|
|
|
199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
24,464 |
|
|
$ |
45 |
|
|
$ |
(197 |
) |
|
$ |
24,312 |
|
|
$ |
18,605 |
|
|
$ |
72 |
|
|
$ |
(80 |
) |
|
$ |
18,597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-6
The amortized cost and estimated fair value of debt securities at December 30, 2005 by contractual
maturity, for available-for-sale securities follow:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
Amortized |
|
|
Estimated Fair |
|
|
|
Cost |
|
|
Value |
|
|
|
Due in one year or less |
|
$ |
548 |
|
|
$ |
546 |
|
Due after one year through five years |
|
|
1,861 |
|
|
|
1,831 |
|
|
|
|
|
|
|
|
|
|
|
2,409 |
|
|
|
2,377 |
|
Mortgage- and asset-backed securities |
|
|
22,055 |
|
|
|
21,935 |
|
|
|
|
|
|
|
|
Total(1) |
|
$ |
24,464 |
|
|
$ |
24,312 |
|
|
|
|
|
|
|
|
|
(1) Expected maturities may differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without prepayment penalties.
The proceeds and gross realized gains (losses) from the sale of available-for-sale securities are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
Proceeds |
|
$ |
4,837 |
|
|
$ |
2,290 |
|
|
$ |
7,489 |
|
Gross realized gains |
|
|
43 |
|
|
|
17 |
|
|
|
53 |
|
Gross realized losses |
|
|
(16 |
) |
|
|
(1 |
) |
|
|
(60 |
) |
|
The following table presents fair value and unrealized losses, after hedges, for available-for-sale
securities, aggregated by investment category and length of time that the individual securities
have been in a continuous unrealized loss position at December 30, 2005 and December 31, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
Less than 1 Year |
|
|
More than 1 Year |
|
Total |
|
|
|
Estimated |
|
|
|
|
|
Estimated |
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
|
Fair |
|
|
Unrealized |
|
ASSET CATEGORY |
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
December 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage and asset-backed securities |
|
$ |
11,399 |
|
|
$ |
(122 |
) |
|
$ |
2,447 |
|
|
$ |
(44 |
) |
|
$ |
13,846 |
|
|
$ |
(166 |
) |
U.S. Government and agencies |
|
|
2,328 |
|
|
|
(31 |
) |
|
|
50 |
|
|
|
|
|
|
|
2,378 |
|
|
|
(31 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
13,727 |
|
|
$ |
(153 |
) |
|
$ |
2,497 |
|
|
$ |
(44 |
) |
|
$ |
16,224 |
|
|
$ |
(197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage and asset-backed securities |
|
$ |
8,979 |
|
|
$ |
(47 |
) |
|
$ |
4,597 |
|
|
$ |
(29 |
) |
|
$ |
13,576 |
|
|
$ |
(76 |
) |
U.S. Government and agencies |
|
|
647 |
|
|
|
(1 |
) |
|
|
946 |
|
|
|
(3 |
) |
|
|
1,593 |
|
|
|
(4 |
) |
Other debt securities |
|
|
59 |
|
|
|
|
|
|
|
114 |
|
|
|
(2 |
) |
|
|
173 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9,685 |
|
|
$ |
(48 |
) |
|
$ |
5,657 |
|
|
$ |
(34 |
) |
|
$ |
15,342 |
|
|
$ |
(82 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(See Note 5 to the Consolidated Financial Statements in the Annual Report for further information.)
NOTE 4. ADVANCES TO AFFILIATES
The Parent Company provides funding to subsidiaries in the form of senior advances, subordinated
loans, preferred securities, and equity.
Senior advances are provided to regulated and unregulated subsidiaries and have an average maturity
of less than one year.
F-7
Subordinated loans are provided to regulated subsidiaries and qualify as regulatory capital.
Subordinated loans are supported by Parent Company long-term capital. As of December 30, 2005, the
average maturity of subordinated loans, with the exception of one subordinated loan which extends
to 2042, was approximately 2 years, with maturities on individual loans ranging from 1 to 6 years
(see Note 16 to the Consolidated Financial Statements in the Annual Report for further
information).
Subordinated
loans and preferred securities represent $4.3 billion in Redeemable Cumulative Preferred Stock issued to ML &
Co. by unregulated consolidated Merrill Lynch subsidiaries. Approximately $3.0 billion in preferred
stock is redeemable anytime on or after December 31, 2006. The remaining $1.3 billion in preferred
stock is redeemable at any time at the option of either ML & Co. or the issuing subsidiary.
NOTE 5. LONG-TERM BORROWINGS
Long-term borrowings, including adjustments for the effects of fair value hedges and various
equity-linked or other indexed instruments, and long-term debt issued to TOPrSSM
Partnerships at December 30, 2005, mature as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
2006 |
|
$ |
19,732 |
|
|
|
18 |
% |
2007 |
|
|
24,425 |
|
|
|
22 |
|
2008 |
|
|
12,857 |
|
|
|
11 |
|
2009 |
|
|
14,123 |
|
|
|
13 |
|
2010 |
|
|
11,706 |
|
|
|
10 |
|
2011 and thereafter |
|
|
28,536 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
111,379 |
|
|
|
100 |
% |
|
(See Note 9 to the Consolidated Financial Statements in the Annual Report for further
information.)
Borrowing Facilities
ML & Co. maintains a $5 billion liquidity facility in the form of a committed repurchase agreement
with Merrill Lynch Bank USA. Assets eligible for repurchase under the terms of the repurchase
agreement include securities issued by the U.S. Treasury, Federal National Mortgage Association,
Government National Mortgage Association and Federal Home Loan Mortgage Corporation. The facility
expires in December 2006 and is expected to be renewed.
NOTE 6. COMMITMENTS, CONTINGENCIES AND GUARANTEES
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. The general decline of equity securities prices between 2000 and
2003 resulted in increased legal actions against many firms, including Merrill Lynch. 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. The
number of these investigations has also increased in recent years with regard to many firms,
including Merrill Lynch. 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 and
risks inherent in the litigation process. In accordance with SFAS No. 5, Accounting for
Contingencies, Merrill Lynch will accrue a liability when it is probable that a liability has been
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 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
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.
F-8
The
Parent Company is under examination by the IRS and other states in which it has significant business
operations, such as New York. The tax years under examination vary by jurisdiction. An IRS
examination covering the years 2001-2003 is expected to be completed in 2006. IRS audits have also
commenced for the 2004 and 2005 tax years. The Parent Company regularly assesses the likelihood of
additional assessments in each of the tax jurisdictions resulting from these examinations. In
appropriate cases, tax reserves have been established which are adjusted when there is more
information available or when an event occurs requiring a change to the reserves. The reassessment
of tax reserves could have a material impact on the Parent Companys effective tax rate.
ML & Co. guarantees certain senior debt instruments issued by subsidiaries, which totaled $13.0
billion and $10.0 billion in 2005 and 2004, respectively. Also, in the normal course of business,
ML & Co. guarantees certain of its subsidiaries obligations under derivative contracts. The total
liability balance for derivatives on these subsidiaries, after the effect of netting pursuant to
enforceable netting agreements, was approximately $26.3 billion and $32.9 billion at December 30,
2005 and December 31, 2004, respectively. This represents the current fair value of the
subsidiaries obligations. The maximum payout is not quantifiable because, for example, changes in
the value of the underlying of the derivative contract could be unlimited. Under FASB
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, ML & Co.
is not subject to the initial recognition and measurement provisions for its exposure to guarantees of its subsidiaries
obligations. Merrill Lynch records all derivative transactions at fair value on its Consolidated
Balance Sheets (see the Derivatives section of Note 1 to the Consolidated Financial Statements
in the Annual Report for discussion of risk management of derivatives).
In addition to the derivative contracts described above, ML & Co. guarantees certain liquidity
facilities. ML & Co. also provides guarantees associated with the Hopewell campus and aircraft
leases. The maximum exposure to ML & Co. as a result of these
guarantees is approximately $322
million as of December 30, 2005 and December 31, 2004. The carrying value of the liability on the
Condensed Balance Sheets is $20 million and $23 million at December 30, 2005 and December 31, 2004,
respectively. (See Note 12 to the Consolidated Financial Statements in the Annual Report for
further information.)
ML & Co. also guarantees obligations of the trusts that issued Trust Originated Preferred
SecuritiesSM
( TOPrSSM ) (see Note 9 to the Consolidated Financial
Statements in the Annual Report for further information).
NOTE 7. OTHER EVENTS
September 11th-Related Expenses
On September 11, 2001, terrorists attacked the World Trade Center complex, which subsequently
collapsed and damaged surrounding buildings, some of which were occupied by Merrill Lynch. These
events caused the temporary relocation of approximately 9,000 employees from Merrill Lynchs global
headquarters in the North Tower of the World Financial Center, the South Tower of the World
Financial Center and from offices at 222 Broadway to back-up facilities.
ML & Co. is insured for loss caused by physical damage to property. This coverage includes repair
or replacement of property and lost profits due to business interruption, including costs related
to lack of access to facilities. Expenses related to September 11th were $18 million in 2003. In
2003, ML & Co. concluded its insurance recovery efforts related to the events of September 11th.
In aggregate, ML & Co. received a total of $255 million of insurance recoveries.
For information on the consolidated September 11th-related expenses, refer to Note 17 to the
Consolidated Financial Statements in the Annual Report.
F-9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Merrill Lynch & Co., Inc.:
We have audited the consolidated financial statements of Merrill Lynch & Co., Inc. and
subsidiaries (Merrill Lynch) as of December 30, 2005 and December 31, 2004, and for each of the
three years in the period ended December 30, 2005, managements assessment of the effectiveness of
Merrill Lynchs internal control over financial reporting as of December 30, 2005, and the
effectiveness of Merrill Lynchs internal control over financial reporting as of December 30, 2005,
and have issued our reports thereon dated February 27, 2006; such consolidated financial statements
and reports are included in this 2005 Annual Report on Form 10-K. Our audits also included the
financial statement schedule of Merrill Lynch & Co., Inc., listed on Exhibit 99.8 which is included
in and incorporated by reference in this 2005 Annual Report on Form 10-K. This financial statement
schedule is the responsibility of Merrill Lynchs management. Our responsibility is to express an
opinion based on our audits. In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.
/s/
Deloitte & Touche LLP
New York, New York
February 27, 2006
F-10