Exhibit 99.9
MERRILL LYNCH & CO., INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE
Page
Reference
|
|
|
Financial Statement Schedule |
|
|
|
|
F-2 to F-9 |
|
|
F-2 |
|
|
F-3 |
|
|
F-4 |
|
|
F-5 to F-9 |
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Last Friday in December |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
(52 weeks) |
|
|
(52 weeks) |
|
|
(53 weeks) |
|
NET REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
Management service fees (from affiliates) |
|
$ |
324 |
|
|
$ |
323 |
|
|
$ |
323 |
|
Other |
|
|
(80 |
) |
|
|
41 |
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
244 |
|
|
|
364 |
|
|
|
377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest revenue |
|
|
6,381 |
|
|
|
4,197 |
|
|
|
2,174 |
|
Less interest expense |
|
|
6,322 |
|
|
|
4,205 |
|
|
|
2,207 |
|
|
|
|
|
|
|
|
|
|
|
Net interest profit (loss) |
|
|
59 |
|
|
|
(8 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on merger |
|
|
422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Revenues |
|
|
725 |
|
|
|
356 |
|
|
|
344 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-INTEREST EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
648 |
|
|
|
360 |
|
|
|
292 |
|
Professional fees |
|
|
190 |
|
|
|
147 |
|
|
|
150 |
|
Communications and technology |
|
|
66 |
|
|
|
89 |
|
|
|
63 |
|
Occupancy and related depreciation |
|
|
42 |
|
|
|
40 |
|
|
|
24 |
|
Other |
|
|
169 |
|
|
|
153 |
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Interest Expenses |
|
|
1,115 |
|
|
|
789 |
|
|
|
633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSSES BEFORE INCOME TAX BENEFIT |
|
|
(390 |
) |
|
|
(433 |
) |
|
|
(289 |
) |
Income Tax Benefit |
|
|
767 |
|
|
|
369 |
|
|
|
140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY IN EARNINGS OF AFFILIATES, NET OF TAX |
|
|
7,122 |
|
|
|
5,180 |
|
|
|
4,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS |
|
|
7,499 |
|
|
|
5,116 |
|
|
|
4,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF
TAX |
|
|
(5 |
) |
|
|
(363 |
) |
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME |
|
$ |
7,494 |
|
|
$ |
4,753 |
|
|
$ |
4,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PREFERRED STOCK DIVIDEND |
|
$ |
188 |
|
|
$ |
70 |
|
|
$ |
41 |
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS APPLICABLE TO COMMON
STOCKHOLDERS |
|
$ |
7,311 |
|
|
$ |
5,046 |
|
|
$ |
4,395 |
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
December 29, |
|
|
December 30, |
|
|
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
6,236 |
|
|
$ |
3,074 |
|
Cash pledged as collateral |
|
|
|
|
|
|
285 |
|
Receivables under resale agreements |
|
|
6,936 |
|
|
|
4,543 |
|
Investment securities (includes securities pledged as
collateral of $5,774 in 2006 and $12,129 in 2005) |
|
|
20,230 |
|
|
|
25,290 |
|
Advances to affiliates |
|
|
|
|
|
|
|
|
Senior advances |
|
|
116,391 |
|
|
|
86,259 |
|
Subordinated loans and preferred securities |
|
|
17,753 |
|
|
|
18,730 |
|
|
|
|
|
|
|
|
|
|
|
134,144 |
|
|
|
104,989 |
|
|
|
|
|
|
|
|
|
|
Investments in affiliates |
|
|
35,269 |
|
|
|
29,223 |
|
Equipment and facilities (net of accumulated depreciation
and amortization of $208 in 2006 and $195 in 2005) |
|
|
74 |
|
|
|
60 |
|
Other receivables and assets |
|
|
1,017 |
|
|
|
1,071 |
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
203,906 |
|
|
$ |
168,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables under repurchase agreements |
|
$ |
5,471 |
|
|
$ |
11,159 |
|
Short-term borrowings |
|
|
4,281 |
|
|
|
1,915 |
|
Payables to affiliates |
|
|
4,187 |
|
|
|
5,165 |
|
Other liabilities and accrued interest payable |
|
|
3,850 |
|
|
|
3,317 |
|
Long-term borrowings |
|
|
147,079 |
|
|
|
111,379 |
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
164,868 |
|
|
|
132,935 |
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Preferred Stockholders Equity (liquidation preference of
$30,000 per share; issued: 2006 105,000 shares; 2005
93,000 shares) |
|
|
3,145 |
|
|
|
2,673 |
|
|
|
|
|
|
|
|
|
|
Common Stockholders Equity |
|
|
|
|
|
|
|
|
Shares exchangeable into common stock |
|
|
39 |
|
|
|
41 |
|
Common stock (par value $1.33 1/3 per share; authorized: |
|
|
|
|
|
|
|
|
3,000,000,000 shares; issued: 2006 1,215,381,006 shares
and 2005 1,148,714,008 shares) |
|
|
1,620 |
|
|
|
1,531 |
|
Paid-in capital |
|
|
18,919 |
|
|
|
13,320 |
|
Accumulated other comprehensive loss (net of tax) |
|
|
(784 |
) |
|
|
(844 |
) |
Retained earnings |
|
|
33,217 |
|
|
|
26,824 |
|
|
|
|
|
|
|
|
|
|
|
53,011 |
|
|
|
40,872 |
|
|
|
|
|
|
|
|
|
|
Less: Treasury stock, at cost (2006 350,697,271 shares;
2005 233,112,271 shares) |
|
|
17,118 |
|
|
|
7,945 |
|
|
|
|
|
|
|
|
Total Common Stockholders Equity |
|
|
35,893 |
|
|
|
32,927 |
|
|
|
|
|
|
|
|
Total Stockholders Equity |
|
|
39,038 |
|
|
|
35,600 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
203,906 |
|
|
$ |
168,535 |
|
|
|
|
|
|
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Last Friday in December |
|
|
2006 |
|
2005 |
|
2004 |
Cash flows
from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
7,499 |
|
|
$ |
5,116 |
|
|
$ |
4,436 |
|
Non-cash items included in earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
Gain on merger |
|
|
(422 |
) |
|
|
|
|
|
|
|
|
Equity in earnings of affiliates |
|
|
(7,122 |
) |
|
|
(5,180 |
) |
|
|
(4,585 |
) |
Depreciation and amortization |
|
|
13 |
|
|
|
15 |
|
|
|
13 |
|
Stock compensation expense |
|
|
202 |
|
|
|
54 |
|
|
|
41 |
|
Deferred taxes |
|
|
670 |
|
|
|
101 |
|
|
|
125 |
|
Other |
|
|
(147 |
) |
|
|
254 |
|
|
|
215 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash pledged as collateral |
|
|
285 |
|
|
|
|
|
|
|
11 |
|
Receivables under resale agreements |
|
|
(2,394 |
) |
|
|
(1,195 |
) |
|
|
(3,348 |
) |
Payables under repurchase agreements |
|
|
(5,689 |
) |
|
|
628 |
|
|
|
3,946 |
|
Dividends and partnerships distributions from affiliates |
|
|
2,796 |
|
|
|
5,033 |
|
|
|
874 |
|
Other, net |
|
|
(412 |
) |
|
|
(2,433 |
) |
|
|
3,303 |
|
|
|
|
|
|
|
|
|
|
|
Cash (used
for) provided by operating activities |
|
|
(4,721 |
) |
|
|
2,393 |
|
|
|
5,031 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows
from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Advances to affiliates |
|
|
(30,134 |
) |
|
|
(11,519 |
) |
|
|
(12,678 |
) |
Maturities of available-for-sale securities |
|
|
3,690 |
|
|
|
7,998 |
|
|
|
7,272 |
|
Sales of available-for-sale securities |
|
|
9,202 |
|
|
|
4,837 |
|
|
|
2,290 |
|
Purchases of available-for-sale securities |
|
|
(3,037 |
) |
|
|
(18,849 |
) |
|
|
(12,587 |
) |
Non-qualifying investments |
|
|
268 |
|
|
|
1,383 |
|
|
|
(1,331 |
) |
Investments in affiliates |
|
|
(829 |
) |
|
|
1,408 |
|
|
|
(521 |
) |
Equipment and facilities |
|
|
(27 |
) |
|
|
(10 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
Cash used
for investing activities |
|
|
(20,867 |
) |
|
|
(14,752 |
) |
|
|
(17,567 |
) |
|
|
|
|
|
|
|
|
|
|
Cash flows
from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
|
2,367 |
|
|
|
(146 |
) |
|
|
(1,339 |
) |
Issuance and resale of long-term borrowings |
|
|
57,699 |
|
|
|
40,671 |
|
|
|
43,246 |
|
Settlement and repurchase of long-term borrowings |
|
|
(24,502 |
) |
|
|
(28,825 |
) |
|
|
(21,325 |
) |
Issuance of common stock |
|
|
1,838 |
|
|
|
858 |
|
|
|
589 |
|
Issuance of
preferred stock, net |
|
|
472 |
|
|
|
2,043 |
|
|
|
205 |
|
Common stock repurchases |
|
|
(9,088 |
) |
|
|
(3,700 |
) |
|
|
(2,968 |
) |
Other common stock transactions |
|
|
539 |
|
|
|
(80 |
) |
|
|
41 |
|
Excess tax benefits related to stock-based compensation |
|
|
531 |
|
|
|
|
|
|
|
|
|
Dividends |
|
|
(1,106 |
) |
|
|
(777 |
) |
|
|
(643 |
) |
|
|
|
|
|
|
|
|
|
|
Cash
provided by financing activities |
|
|
28,750 |
|
|
|
10,044 |
|
|
|
17,806 |
|
|
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents |
|
|
3,162 |
|
|
|
(2,315 |
) |
|
|
5,270 |
|
Cash and
cash equivalents, beginning of year |
|
|
3,074 |
|
|
|
5,389 |
|
|
|
119 |
|
|
|
|
|
|
|
|
|
|
|
Cash and
cash equivalents, end of year |
|
$ |
6,236 |
|
|
$ |
3,074 |
|
|
$ |
5,389 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
1,237 |
|
|
$ |
626 |
|
|
$ |
375 |
|
Interest |
|
|
6,413 |
|
|
|
3,560 |
|
|
|
1,985 |
|
Non-cash investing and financing activities:
The investment recorded in
connection with the merger of the MLIM business with BlackRock totaled $5.1 billion (See Note
2)
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 29, 2006 (the Annual Report).
The Parent
Company condensed financial statements are presented in accordance
with U.S. Generally Accepted Accounting Principles, which include industry practices.
Interest revenue includes $5.3 billion, $3.2 billion and $1.8 billion of revenues from affiliates
for years ended December 29, 2006, December 30, 2005, and December 31, 2004, respectively.
Interest expense includes $0.2 billion, $0.6 billion and $0.3 billion of expenses to affiliates for
years ended December 29, 2006, December 30, 2005, and December 31, 2004, respectively.
Investments in affiliates are accounted for in accordance with the equity method.
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.
NOTE 2. BLACKROCK MERGER
On September 29, 2006, Merrill Lynch completed the merger of its Merrill Lynch Investment Managers
(MLIM) business with BlackRock, Inc. (BlackRock) (the BlackRock merger). In connection with
the BlackRock merger, Merrill Lynch received 65 million BlackRock common and preferred shares and
owns a 45% voting interest and approximately half of the economic
interest of the combined company.
ML & Co. holds 32.4 million (49.8%) of the BlackRock
F-5
shares. At the completion of the BlackRock merger, ML & Co. recognized a pre-tax gain of $422
million. ML & Co.s investment in BlackRock is $5.1 billion and is included in Investment securities
on the Condensed Balance Sheet. Merrill Lynch accounts for its
investment in BlackRock under the equity method of accounting and
records its share of BlackRock's earnings, net of expenses and taxes,
in other revenues on the Consolidated Statement of Earnings.
NOTE 3. 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.
Receivables under resale agreements includes $6.1 billion and $4.4 billion in resale agreements
with affiliates for December 29, 2006 and December 30, 2005, respectively. Payables under
repurchase agreements includes $5.1 billion and $11.2 billion with affiliates for December 29, 2006
and December 30, 2005, respectively.
NOTE 4. INVESTMENT SECURITIES
Investment securities include liquid debt instruments held for liquidity and collateral purposes.
Investment securities reported on the Condensed Balance Sheets at December 29, 2006 and December
30, 2005 are as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
2006 |
|
|
2005 |
|
|
Investment securities |
|
|
|
|
|
|
|
|
Available-for-sale |
|
|
$14,424 |
|
|
|
$24,312 |
|
Non-qualifying(1) |
|
|
|
|
|
|
|
|
Investment in BlackRock |
|
|
5,096 |
|
|
|
|
|
Investments in trust preferred securities |
|
|
490 |
|
|
|
548 |
|
Deferred compensation hedges(2) |
|
|
13 |
|
|
|
9 |
|
Other |
|
|
207 |
|
|
|
421 |
|
|
|
|
|
|
|
|
Total |
|
|
$20,230 |
|
|
|
$25,290 |
|
|
|
|
|
|
|
|
|
|
|
|
(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 29, 2006 |
|
|
December 30, 2005 |
|
|
|
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 |
|
|
$13,075 |
|
|
|
$13 |
|
|
|
$(112 |
) |
|
|
$12,976 |
|
|
|
$22,055 |
|
|
|
$45 |
|
|
|
$(165 |
) |
|
|
$21,935 |
|
U.S. Government
and agencies |
|
|
1,466 |
|
|
|
|
|
|
|
(18 |
) |
|
|
1,448 |
|
|
|
2,409 |
|
|
|
|
|
|
|
(32 |
) |
|
|
2,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$14,541 |
|
|
|
$13 |
|
|
|
$(130 |
) |
|
|
$14,424 |
|
|
|
$24,464 |
|
|
|
$45 |
|
|
|
$(197 |
) |
|
|
$24,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-6
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 29, 2006 and December 30, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
Less than 1 Year |
|
|
More than 1 Year |
|
|
Total |
|
|
|
Estimated Fair |
|
|
Unrealized |
|
|
Estimated Fair |
|
|
Unrealized |
|
|
Estimated Fair |
|
|
Unrealized |
|
ASSET CATEGORY |
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
Value |
|
|
Losses |
|
|
December 29, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage- and asset-backed securities |
|
|
$2,763 |
|
|
|
$(8 |
) |
|
|
$5,699 |
|
|
|
$(104 |
) |
|
|
$8,462 |
|
|
|
$(112 |
) |
U.S. Government and agencies |
|
|
|
|
|
|
|
|
|
|
1,448 |
|
|
|
(18 |
) |
|
|
1,448 |
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
temporarily impaired securities |
|
|
$2,763 |
|
|
|
$(8 |
) |
|
|
$7,147 |
|
|
|
$(122 |
) |
|
|
$9,910 |
|
|
|
$(130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
temporarily impaired securities |
|
|
$13,727 |
|
|
|
$(153 |
) |
|
|
$2,497 |
|
|
|
$(44 |
) |
|
|
$16,224 |
|
|
|
$(197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
majority of the unrealized losses relate to mortgage- and asset-backed securities. The
majority of these investments are AAA-rated debentures and mortgage-backed securities issued by
U.S. agencies.
ML & Co. reviews its available-for-sale securities periodically to determine
whether any impairment is other-than-temporary. Factors considered in the review include length of
time and extent to which market value has been less than cost, the financial condition and near
term prospects of the issuer, and ML & Co.s intent and ability to retain the security to allow for
an anticipated recovery in market value. As of December 29, 2006, ML & Co. does not consider the
securities to be other-than-temporarily impaired.
The amortized cost and estimated fair value of debt securities at December 29, 2006 by
contractual maturity, for available-for-sale securities follow:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
Available-for-Sale |
|
|
|
|
|
Amortized |
|
|
Estimated Fair |
|
|
|
Cost |
|
|
Value |
|
|
U.S. Government and agencies: |
|
|
|
|
|
|
|
|
Due in one year or less |
|
|
$1,150 |
|
|
|
$1,145 |
|
Due after one year through five years |
|
|
316 |
|
|
|
303 |
|
|
|
|
|
|
|
|
|
|
|
1,466 |
|
|
|
1,448 |
|
Mortgage- and asset-backed securities |
|
|
13,075 |
|
|
|
12,976 |
|
|
|
|
|
|
|
|
Total(1) |
|
|
$14,541 |
|
|
|
$14,424 |
|
|
|
|
|
|
|
|
|
(1) Expected maturities may differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without prepayment penalties.
F-7
The proceeds and gross realized gains (losses) from the sale of available-for-sale securities are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Proceeds |
|
|
$9,202 |
|
|
|
$4,837 |
|
|
|
$2,290 |
|
Gross realized gains |
|
|
27 |
|
|
|
43 |
|
|
|
17 |
|
Gross realized losses |
|
|
(32 |
) |
|
|
(16 |
) |
|
|
(1 |
) |
|
(See Note 5 to the Consolidated Financial Statements in the Annual Report for further
information.)
NOTE 5. 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.
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 29, 2006, the
average maturity of subordinated loans was approximately 2 years, with maturities on individual
loans ranging from 1 to 9 years (see Note 16 to the Consolidated Financial Statements in the Annual
Report for further information).
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 6. 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 trust preferred securities
at December 29, 2006, mature as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
2007 |
|
|
$29,160 |
|
|
|
20 |
% |
2008 |
|
|
29,356 |
|
|
|
20 |
|
2009 |
|
|
21,804 |
|
|
|
15 |
|
2010 |
|
|
13,226 |
|
|
|
9 |
|
2011 |
|
|
15,595 |
|
|
|
10 |
|
2012 and thereafter |
|
|
37,938 |
|
|
|
26 |
|
|
|
|
|
|
|
|
Total |
|
|
$147,079 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
Long-term borrowings
includes $684 million and $791 million of borrowings
purchased by affiliates in the secondary market as of
December 29, 2006 and December 30, 2005, respectively.
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. This facility renews annually.
(See Note 9 to the Consolidated Financial Statements in the Annual Report for further
information.)
NOTE 7. COMMITMENTS, CONTINGENCIES AND GUARANTEES
ML & Co. 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
F-8
some cases, the issuers that would otherwise be the primary defendants in such cases are bankrupt
or otherwise in financial distress. ML & Co. is also involved in investigations and/or proceedings by
governmental and self-regulatory agencies. ML & Co. 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.
ML & Co. 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 SFAS No. 5,
Accounting for Contingencies, ML & Co. 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, ML & Co. cannot predict what the
eventual loss or range of loss related to such matters will be. ML & Co. 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 ML & Co. as set forth in the
Condensed Financial Statements, but may be material to ML & Co.s operating results or cash flows for
any particular period and may impact ML & Co.s credit ratings.
ML & Co. is under examination by the Internal Revenue Service (IRS) and states in which Merrill
Lynch has significant business operations, such as New York. The tax years under examination vary
by jurisdiction. An IRS examination covering the years 2001-2003 was completed in 2006. IRS
audits are in progress for the tax years 2004-2006. The IRS field audit for the 2004 and 2005 tax
years is expected to be completed in 2007. New York State and City audits for the years 1997-2001
were also completed in 2006 and did not have a material impact on the
condensed financial statements. ML & Co. regularly
assesses the likelihood of additional assessments in each of the tax jurisdictions resulting from
these examinations. Tax reserves have been established which the
Parent Company believes to be adequate
in relation to the potential for additional assessments. However,
there is a reasonable possibility that additional amounts may be
incurred. ML & Co. adjusts the level of reserves when
there is more information available, or when an event occurs requiring a change.
The reassessment of tax reserves could have a material impact on the
Parent Companys effective tax rate
in the period in which it occurs.
ML & Co. guarantees certain senior debt instruments and structured notes issued by subsidiaries,
which totaled $35.0 billion and $15.7 billion in 2006 and 2005, 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 $36.3 billion and $26.3
billion at December 29, 2006 and December 30, 2005, 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.
ML & Co. records all derivative
transactions at fair value on its Condensed 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 29, 2006 and December 30, 2005. The carrying value of the liability on the
Condensed Balance Sheets is $17 million and $20 million at December 29, 2006 and December 30, 2005,
respectively. (See Note 12 to the Consolidated Financial Statements in the Annual Report for
further information.)
ML &
Co. also guarantees, on a junior subordinated basis, the payment in
full of all distribution and other payments on the trust preferred
securities to the extent that the trusts have funds legally available.
This guarantee and similar partnership distribution guarantees are subordinated to
all other liabilities of ML &
Co. and rank equally with preferred stock of ML &
Co. (see Note 9 to the Consolidated Financial Statements in the Annual Report for further
information).
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 29, 2006 and December 30, 2005, and for each of the
three years in the period ended December 29, 2006, managements assessment of the effectiveness of
Merrill Lynchs internal control over financial reporting as of December 29, 2006, and the
effectiveness of Merrill Lynchs internal control over financial reporting as of December 29, 2006,
and have issued our reports thereon dated February 26, 2007 (which reports express unqualified opinions and include an
explanatory paragraph regarding the change in accounting method in 2006 for share-based payments to
conform to Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment); such consolidated financial statements
and reports are included in this 2006 Annual Report on Form 10-K. Our audits also included the
financial statement schedule of Merrill Lynch & Co., Inc.,
listed on Exhibit 99.9 which is included
in and incorporated by reference in this 2006 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 26, 2007
F-10