Exhibit
99.1
Selected Financial Data
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Year Ended Last Friday in December |
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2006 |
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2005 |
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2004 |
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2003 |
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|
2002 |
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(dollars in millions, except per share amounts) |
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(52 weeks |
) |
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(52 weeks |
) |
|
(53 weeks |
) |
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(52 weeks |
) |
|
(52 weeks |
) |
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Results of Operations |
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Total Revenues |
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$ |
70,215 |
|
|
$ |
47,369 |
|
|
$ |
32,249 |
|
|
$ |
27,558 |
|
|
$ |
27,946 |
|
Less Interest Expense |
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|
35,822 |
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|
|
21,660 |
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|
|
10,430 |
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|
|
7,885 |
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|
|
9,839 |
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Net Revenues |
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|
34,393 |
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|
|
25,709 |
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|
|
21,819 |
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|
|
19,673 |
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|
|
18,107 |
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|
Non-Interest Expenses |
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|
24,124 |
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|
18,626 |
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|
16,073 |
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|
14,531 |
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|
|
15,883 |
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Earnings From Continuing Operations
Before Income Taxes |
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|
10,269 |
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|
|
7,083 |
|
|
|
5,746 |
|
|
|
5,142 |
|
|
|
2,224 |
|
Income Tax Expense |
|
|
2,876 |
|
|
|
2,070 |
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|
|
1,377 |
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|
|
1,362 |
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|
|
580 |
|
|
Net Earnings from Continuing Operations |
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$ |
7,393 |
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|
$ |
5,013 |
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|
$ |
4,369 |
|
|
$ |
3,780 |
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$ |
1,644 |
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Earnings From Discontinued Operations Before
Income Taxes |
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$ |
157 |
|
|
$ |
148 |
|
|
$ |
90 |
|
|
$ |
78 |
|
|
$ |
88 |
|
Income Tax Expense |
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|
51 |
|
|
|
45 |
|
|
|
23 |
|
|
|
22 |
|
|
|
24 |
|
|
Net Earnings
from Discontinued Operations |
|
$ |
106 |
|
|
$ |
103 |
|
|
$ |
67 |
|
|
$ |
56 |
|
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$ |
64 |
|
|
Net Earnings
Applicable to
Common Stockholders(1) |
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$ |
7,311 |
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|
$ |
5,046 |
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$ |
4,395 |
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$ |
3,797 |
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$ |
1,670 |
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Financial Position |
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Total Assets |
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$ |
841,299 |
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$ |
681,015 |
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$ |
628,098 |
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$ |
480,233 |
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$ |
440,252 |
|
Short-Term Borrowings(2) |
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|
284,226 |
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|
221,389 |
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180,058 |
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|
111,727 |
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|
|
98,371 |
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Deposits |
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|
84,124 |
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80,016 |
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79,746 |
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79,457 |
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81,842 |
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Long-Term Borrowings |
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181,400 |
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132,409 |
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119,513 |
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85,178 |
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79,788 |
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Junior Subordinated Notes
(related to trust preferred securities) |
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|
3,813 |
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3,092 |
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3,092 |
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3,203 |
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3,188 |
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Total Stockholders Equity |
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|
39,038 |
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35,600 |
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31,370 |
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28,884 |
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24,081 |
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Common Share Data |
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(in thousands, except per share amounts) |
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Basic Earnings Per Common Share From
Continuing Operations |
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$ |
8.30 |
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$ |
5.55 |
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$ |
4.74 |
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$ |
4.16 |
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$ |
1.86 |
|
Basic
Earnings Per Common Share From Discontinued Operations |
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|
0.12 |
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0.11 |
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|
0.07 |
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0.06 |
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|
0.08 |
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Basic Earnings Per Common Share |
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$ |
8.42 |
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$ |
5.66 |
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$ |
4.81 |
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$ |
4.22 |
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$ |
1.94 |
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Diluted Earnings Per Common Share From
Continuing Operations |
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$ |
7.48 |
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$ |
5.06 |
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$ |
4.31 |
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$ |
3.82 |
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$ |
1.70 |
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Diluted
Earnings Per Common Share From Discontinued Operations |
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0.11 |
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0.10 |
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0.07 |
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0.05 |
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0.07 |
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Diluted Earnings Per Common Share |
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$ |
7.59 |
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$ |
5.16 |
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$ |
4.38 |
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$ |
3.87 |
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$ |
1.77 |
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Weighted-Average Shares Outstanding: |
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Basic |
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868,095 |
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890,744 |
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912,935 |
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900,711 |
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862,318 |
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Diluted |
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|
962,962 |
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977,736 |
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1,003,779 |
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|
980,947 |
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|
947,282 |
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Shares Outstanding at Year-End |
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|
867,972 |
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|
919,201 |
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|
931,826 |
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949,907 |
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|
873,780 |
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Book Value Per Share |
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$ |
41.35 |
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$ |
35.82 |
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$ |
32.99 |
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$ |
29.96 |
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$ |
27.07 |
|
Dividends Paid Per Share |
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$ |
1.00 |
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|
$ |
0.76 |
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$ |
0.64 |
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$ |
0.64 |
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$ |
0.64 |
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Financial Ratios |
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Pre-Tax
Profit Margin from Continuing Operations |
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29.9% |
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27.6% |
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26.3% |
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26.1% |
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|
|
12.3% |
|
Common Dividend Payout Ratio |
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|
11.9% |
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|
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13.4% |
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13.3% |
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|
15.2% |
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|
33.0% |
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Return on Average Assets |
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|
0.9% |
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0.7% |
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0.8% |
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0.8% |
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0.4% |
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Return on Average Common
Stockholders Equity |
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21.3% |
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|
16.0% |
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14.9% |
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14.8% |
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7.5% |
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Other Statistics |
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Full-Time Employees: |
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U.S. |
|
|
43,700 |
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|
43,200 |
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|
40,200 |
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|
38,200 |
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|
40,000 |
|
Non-U.S. |
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|
12,500 |
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|
|
11,400 |
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|
10,400 |
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|
|
9,900 |
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|
10,900 |
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|
Total(3) |
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|
56,200 |
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|
54,600 |
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|
50,600 |
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|
48,100 |
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|
|
50,900 |
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|
Private Client Financial Advisors |
|
|
15,880 |
|
|
|
15,160 |
|
|
|
14,140 |
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|
|
13,530 |
|
|
|
14,010 |
|
Private Client Assets (dollars in
billions) |
|
$ |
1,619 |
|
|
$ |
1,458 |
|
|
$ |
1,359 |
|
|
$ |
1,267 |
|
|
$ |
1,098 |
|
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|
|
(1) |
|
Net earnings less preferred stock dividends. |
(2) |
|
Consists of payables under repurchase agreements and securities loaned transactions and
short-term borrowings. |
(3) |
|
Excludes 100, 200, 100, 200, and 1,500 full-time employees on salary continuation severance at
year-end 2006, 2005, 2004, 2003 and 2002, respectively. |
1 Merrill Lynch 2006 Annual Report
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Managements Discussion and Analysis of Financial Condition and Results of Operations
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|
Forward-Looking Statements and Non-GAAP Financial Measures
Certain statements in this report may be considered forward-looking, including those about
management expectations, strategic objectives, growth opportunities, business prospects,
anticipated financial results, the impact of off-balance sheet arrangements, significant
contractual obligations, anticipated results of litigation and regulatory investigations and
proceedings, and other similar matters. These forward-looking statements represent only Merrill
Lynch & Co., Inc.s (ML & Co. and, together with its subsidiaries, Merrill Lynch, we, our
or us) beliefs regarding future performance, which is inherently uncertain. There are a variety
of factors, many of which are beyond our control, which affect our operations, performance,
business strategy and results and could cause our actual results and experience to differ
materially from the expectations and objectives expressed in any forward-looking statements. These
factors include, but are not limited to, actions and initiatives taken by both current and
potential competitors, general economic conditions, the effects of current, pending and future
legislation, regulation and regulatory actions, and the other risks and uncertainties detailed in
this report. See Risk Factors that Could Affect Our Business. Accordingly, readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the dates on
which they are made. We do not undertake to update forward-looking statements to reflect the impact
of circumstances or events that arise after the dates they are made. You should, however, consult
further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K.
From time to time, we may also disclose financial information on a non-GAAP basis where management
uses this information and believes this information will be valuable to investors in gauging the
quality of Merrill Lynchs financial performance, identifying trends in our results and providing
more meaningful period-to-period comparisons. For a reconciliation of non-GAAP measures presented
throughout our Annual Report see Exhibits 99.4 and 99.5.
Available Information
We file annual, quarterly and current reports, proxy statements and other information with
the Securities and Exchange Commission (SEC). You may read and copy any document we file with the
SEC at the SECs Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. Please
call the SEC at 1-800-SEC-0330 for information on the Public Reference Room. The SEC maintains an
internet site that contains annual, quarterly and current reports, proxy and information statements
and other information that we file electronically with the SEC. The SECs internet site is
www.sec.gov.
Our internet address is www.ml.com, and the investor relations section of our website can be
accessed directly at www.ir.ml.com. We make available, free of charge, our proxy statements, Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934. These reports are available through our website as soon as reasonably practicable after
such reports are electronically filed with, or furnished to, the SEC. We have also posted on our
website corporate governance materials including our Guidelines for Business Conduct, Code of
Ethics for Financial Professionals, Director Independence Standards, Corporate Governance
Guidelines, Related Party Transactions Policy and charters for the committees of our Board of
Directors. In addition, our website includes information on purchases and sales of our equity
securities by our executive officers and directors, as well as disclosures relating to certain
non-GAAP financial measures (as defined in the SECs Regulation G) that we may make public orally,
telephonically, by webcast, by broadcast or by similar means from time to time.
We will post on our website amendments to our Guidelines for Business Conduct and Code of Ethics
for Financial Professionals and any waivers that are required to be disclosed by the rules of
either the SEC or the New York Stock Exchange. The information on our website is not incorporated
by reference into this Report. You can obtain printed copies of these documents, free of charge,
upon written request to Judith A. Witterschein, Corporate Secretary, Merrill Lynch & Co., Inc., 222
Broadway, 17th Floor, New York, NY 10038 or by email at corporate_secretary@ml.com.
Overview
Merrill Lynch was formed in 1914 and became a publicly traded company on June 23, 1971. In
1973, we created the holding company, ML & Co., a Delaware corporation that, through its
subsidiaries, is one of the worlds leading wealth management, capital markets and advisory
companies with offices in 37 countries and territories and total client assets of approximately
$1.6 trillion at December 29, 2006. As an investment bank, we are a leading global trader and
underwriter of securities and derivatives across a broad range of asset classes, and we serve as a
strategic advisor to corporations, governments, institutions and individuals worldwide. In
addition, we own a 45% voting interest and approximately half of the economic interest of
BlackRock, Inc. (BlackRock), one of the worlds largest publicly traded investment management
companies with approximately $1.1 trillion in assets under management at December 31, 2006.
On August 13, 2007, we announced that we will form a strategic business relationship with AEGON, N.V. (AEGON)
in the areas of insurance and investment products. As part of this relationship, we have agreed to sell Merrill
Lynch Life Insurance Company and ML Life Insurance Company of New York (together Merrill Lynch Insurance Group
or MLIG) to AEGON for $1.3 billion. We will continue to serve the insurance needs of our clients through our core
distribution and advisory capabilities. This transaction is expected to close by the end of the fourth quarter of 2007,
subject to regulatory approvals. We have included results for MLIG within discontinued operations for all periods
presented. We previously reported the results of MLIG in the Global Wealth Management ("GWM") business segment.
Refer to Note 18 to the Consolidated Financial Statements for additional information.
We conduct our business from various locations throughout the world. Our world headquarters is
located in the World Financial Center in New York City, and our other principal United States
business and operational centers are located in New Jersey and Florida. Our major geographic
regions of operations include the United States; Europe, the Middle East and Africa (EMEA); the
Pacific Rim; Canada; and Latin America.
2
Since the fourth quarter of 2006, our business segment reporting reflects the management
reporting lines established after the merger of our Merrill Lynch Investment Managers (MLIM)
business with BlackRock on September 29, 2006 (the BlackRock merger), as well as the economic and
long-term financial performance characteristics of the underlying businesses.
Prior to the fourth quarter of 2006, we reported our business activities in three operating
segments: Global Markets and Investment Banking (GMI), Global Private Client (GPC), and MLIM.
Effective with the BlackRock merger, MLIM ceased to exist as a separate business segment.
Accordingly, a new business segment, Global Wealth Management (GWM), was created, consisting of
GPC and Global Investment Management (GIM). GWM along with GMI will now be our business segments.
We have restated prior period segment information to conform to the current period presentation
and, as a result, are presenting GWM as if it had existed for these prior periods. See Note 3 to
the Consolidated Financial Statements for further information on segments.
The BlackRock merger closed on the last day of our third fiscal quarter, and as a result, our 2006
results of operations for MLIM include only results through the first nine months of 2006. For more
information on the BlackRock merger, refer to Note 2 to the Consolidated Financial Statements.
The following is a description of our business segments, including MLIM, which ceased to exist as a
separate business segment effective with the BlackRock merger:
■ |
|
GMI, our institutional business segment, provides trading, capital markets services, investment
banking and advisory services to corporations, financial institutions, institutional investors,
and governments around the world. GMIs Global Markets division facilitates client transactions and
is a market maker in securities, derivatives, currencies, commodities and other financial
instruments to satisfy client demands. In addition, GMI also engages in certain proprietary trading
activities. Global Markets also provides clients with financing, securities clearing, settlement,
and custody services and also engages in principal and private equity investing. GMIs Investment
Banking division provides a wide range of securities origination and strategic advisory services
for issuer clients, including underwriting and placement of public and private equity, debt and
related securities, as well as lending and other financing activities for clients globally. These
services also include advising clients on strategic issues, valuation, mergers, acquisitions and
restructurings. In 2006, GMI generated 57% of our net revenues and 65% of our pre-tax earnings.
GMIs growth strategy entails a program of investments in personnel and technology to gain further
scale in certain asset classes and geographies. |
|
■ |
|
GWM, our full-service retail wealth management segment, provides brokerage, investment advisory
and financial planning services, offering a broad range of both proprietary and third-party
wealth management products and services globally to individuals, small- to mid-size businesses, and
employee benefit plans. Within the GPC division, most of our services are delivered by our
Financial Advisors (FAs) through a global network of branch offices. GPCs offerings include
commission and fee-based investment accounts; banking, cash management, and credit services,
including consumer and small business lending and Visa® cards; trust and generational
planning; retirement services; and insurance products. GWMs GIM division includes a business that
creates and manages hedge fund and other alternative investment products for GPC clients, and
Merrill Lynchs share of net earnings from its ownership positions in other investment management
companies, including our investment in BlackRock. In 2006, GWM generated 37% of our net revenues
and 28% of our pre-tax earnings. GWMs growth priorities include continued growth in client assets,
the hiring of additional FAs, client segmentation, annuitization of revenues through fee-based
products, diversification of revenues through adding products and services, investments in
technology to enhance productivity and efficiency, and disciplined expansion into additional
geographic areas globally. |
|
■ |
|
MLIM, our asset management segment through the third quarter of 2006 and prior to the BlackRock
merger, offered a wide range of investment management capabilities to retail and institutional
investors through proprietary and third-party distribution channels globally. Asset management
capabilities included equity, fixed income, money market, index, enhanced index and alternative
investments, which were offered through vehicles such as mutual funds, privately managed
accounts, and retail and institutional separate accounts. In 2006, MLIM generated 6% of our net
revenues and 7% of our pre-tax earnings, which reflects its results only for the first nine months
of 2006 prior to the BlackRock merger. |
We also provide a variety of research services on a global basis through our Global Securities
Research & Economics Group. These services are at the core of the value proposition we offer to
institutional and individual client sales forces and their customers, and are an integral component
of the product offering to GMI and GWM clients. This group distributes research focusing on four
main disciplines globally: fundamental equity research, fixed income and equity-linked research,
economics and foreign exchange research and investment strategy research. We consistently rank
among the leading research providers in the industry, and our analysts and other professionals
cover approximately 3,000 companies.
We are a Consolidated Supervised Entity (CSE) and subject to group-wide supervision by the SEC.
As a CSE, we compute our allowable capital and allowances and permit the SEC to examine the books
and records of the holding company and any subsidiary that does not have a principal regulator; and
we have adopted various additional SEC reporting, record-keeping, and notification requirements. We
are in compliance with applicable CSE standards. Being a CSE has imposed additional costs, although
not material to date, and has introduced new requirements to monitor capital adequacy. In respect
of the European Union (EU) Financial Conglomerates (or Financial Groups) Directive, the U.K.
Financial Services Authority (FSA) has determined that the SEC undertakes equivalent consolidated
supervision for Merrill Lynch.
3 Merrill Lynch 2006 Annual Report
Risk Factors that Could Affect Our Business
In the course of conducting our business operations, we could be exposed to a variety of
risks that are inherent to the financial services business. A summary of some of the significant
risks that could affect our financial condition and results of operations is included below. Some
of these risks are managed in accordance with established risk management policies and procedures,
most of which are described in the Risk Management section of the Managements Discussion and
Analysis.
Market Risk
Our business may be adversely impacted by global market and economic conditions that may
cause fluctuations in interest rates, exchange rates, equity and commodity prices and credit
spreads. We are exposed to potential changes in the value of financial instruments caused by
fluctuations in interest rates, exchange rates, equity and commodity prices, credit spreads, and/or
other risks. These fluctuations may result from changes in economic conditions, monetary and fiscal
policies, the liquidity of global markets, availability and cost of capital, international and
regional political events, acts of war or terrorism and investor sentiment. We have a large and
increasing amount of proprietary trading and investment positions, which include proprietary
trading positions in fixed income, currency, commodities and equity securities, as well as in real
estate, private equity and other investments. We may incur losses as a result of increased market
volatility, as these fluctuations may adversely impact the valuation of our trading and investment
positions. Conversely, a decline in volatility may adversely affect the results in our trading
business, which depend on market volatility to create client and proprietary trading opportunities.
Credit Risk
Our business may be adversely impacted by an increase in our credit exposure related to
trading, lending, and other business activities.
We are exposed to the potential for credit-related losses that can occur as a result of an
individual, counterparty or issuer being unable or unwilling to honor its contractual obligations.
These credit exposures exist within lending relationships, commitments, letters of credit,
derivatives, foreign exchange and other transactions. These exposures may arise, for example, from
a decline in the financial condition of a counterparty, from entering into swap or other derivative
contracts under which counterparties have obligations to make payments to us, from a decrease in
the value of securities of third parties that we hold as collateral, or from extending credit to
clients through loans or other arrangements. As our credit exposure increases, it could have an
adverse effect on our business and profitability if material unexpected credit losses occur.
Liquidity Risk
Our business and financial condition may be adversely impacted by an inability to borrow
funds or sell assets to meet maturing obligations.
We are exposed to liquidity risk, which is the potential inability to repay short-term borrowings
with new borrowings or assets that can be quickly converted into cash while meeting other
obligations and continuing to operate as a going concern. Our liquidity may be impaired due to
circumstances that we may be unable to control, such as general market disruptions or an
operational problem that affects our trading clients or ourselves. Our ability to sell assets may
also be impaired if other market participants are seeking to sell similar assets at the same time.
Our inability to borrow funds or sell assets to meet maturing obligations, a negative change in our
credit ratings that would have an adverse effect on our ability to borrow funds, or regulatory
capital restrictions imposed on the free flows of funds between us and our subsidiaries may have a
negative effect on our business and financial condition.
Operational Risk
We may incur losses due to the failure of people, internal processes and systems or from
external events. Our business may be adversely impacted by operational failures or from unfavorable
external events. We are exposed to the risk of loss resulting from the failure of people, internal
processes and systems or from external events. Such operational risks may include, exposure to
theft and fraud, improper business practices, client suitability and servicing risks, product
complexity and pricing risk or from improper recording, evaluating or accounting for transactions.
We could suffer financial loss, disruption of our business, liability to clients, regulatory
intervention or reputational damage from such events, which would affect our business and financial
condition.
Litigation Risk
Legal proceedings could adversely affect our operating results for a particular period and
impact our credit ratings. We have been named as a defendant in various legal actions, including
arbitrations, class actions, and other litigation arising in connection with our activities as a
global diversified financial services institution. Some of the legal actions against us include
claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of
damages. In some cases, the issuers who would otherwise be the primary defendants are bankrupt or
otherwise in financial distress. Given the number of these matters, some are likely to result in
adverse judgments, penalties, injunctions, fines, or other relief. We are also involved in
investigations and/or proceedings by governmental and self-regulatory agencies.
4
We may explore potential settlements before a case is taken through trial because of
uncertainty, risks, and costs inherent in the litigation process. In accordance with Statement of
Financial Accounting Standards (SFAS) No. 5, Accounting for Contingencies, we 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 disclosed in Other Information (Unaudited) Legal Proceedings, 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, we cannot predict what the
eventual loss or range of loss related to such matters will be. Potential losses may be material to
our operating results or cash flows for any particular period and may impact our credit ratings.
Regulatory and Legislative Risks
Many of our businesses are highly regulated and could be impacted, and in some instances
adversely impacted, by regulatory and legislative initiatives around the world. Our business may be
affected by various U.S. and non-U.S. legislative bodies and regulatory and exchange authorities,
such as federal and state securities and bank regulators including the SEC, the FSA, the Federal
Deposit Insurance Corporation, the Office of Thrift Supervision (OTS), and the Utah Department of
Finance Institutions, and self-regulatory organizations including The New York Stock Exchange, Inc.
(NYSE), the National Association of Securities Dealers, Inc. (NASD), the Commodity Futures
Trading Commission (CFTC) and industry participants that continue to review and, in many cases,
adopt changes to their established rules and policies. Such changes have occurred in areas such as
corporate governance, anti-money laundering, privacy, research analyst conflicts of interest and
qualifications, practices related to the issuance of securities, mutual fund trading, disclosure
practices and auditor independence.
Competitive Environment
Competitive pressures in the financial services industry could adversely affect our business
and results of operations. We compete globally for clients on the basis of price, the range of
products that we offer, the quality of our services, our financial resources, and product and
service innovation. The financial services industry continues to be affected by an intensifying
competitive environment, as demonstrated by the introduction of new technology platforms,
consolidation through mergers, increased competition from new and established industry participants
and diminishing margins in many mature products and services. We compete with U.S. and non-U.S.
commercial banks and other broker-dealers in brokerage, underwriting, trading, financing and
advisory businesses. For example, the financial services industry in general, including us, has
experienced intense price competition in brokerage, as the ability to execute trades
electronically, through the internet and through other alternative trading systems has pressured
trading commissions and spreads. Many of our non-U.S. competitors may have competitive advantages
in their home markets. In addition, our business is substantially dependent on our continuing
ability to compete effectively to attract and retain qualified employees, including successful FAs,
investment bankers, trading professionals and other revenue-producing or support personnel.
For further information on Risks refer to Note 6 to the Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Use of Estimates
In presenting the Consolidated Financial Statements, our management makes estimates
regarding:
§ |
|
Valuations of assets and liabilities requiring fair value estimates including: |
|
§ |
|
Trading inventory and investment securities; |
|
|
§ |
|
Private equity and principal investments; |
|
|
§ |
|
Loans and allowance for loan losses; |
§ |
|
The outcome of litigation; |
|
§ |
|
The realization of deferred tax assets and tax reserves; |
|
§ |
|
Assumptions and cash flow projections used in determining whether variable interest entities
(VIEs) should be consolidated and the determination of the qualifying status of special purpose
entities (QSPEs); |
|
§ |
|
The carrying amount of goodwill and other intangible assets; |
|
§ |
|
The amortization period of intangible assets with definite lives; |
|
§ |
|
Valuation of share-based payment compensation arrangements; |
|
§ |
|
Insurance reserves and recovery of insurance deferred acquisition costs; and |
|
§ |
|
Other matters that affect the reported amounts and disclosure of contingencies in the financial statements. |
5 Merrill Lynch 2006 Annual Report
Estimates, by their nature, are based on judgment and available information. Therefore,
actual results could differ from those estimates and could have a material impact on the
Consolidated Financial Statements, and it is possible that such changes could occur in the near
term. For more information regarding the specific methodologies used in determining estimates,
refer to Use of Estimates in Note 1 to the Consolidated Financial Statements.
The following is a summary of our critical accounting policies and estimates.
Valuation of Financial Instruments
Proper valuation of financial instruments is a critical component of our financial statement
preparation. Fair values for exchange-traded securities and certain exchange-traded derivatives,
principally futures and certain options, are based on quoted market prices. Fair values for
over-the-counter (OTC) derivative financial instruments, principally forwards, options, and
swaps, represent amounts estimated to be received from or paid to a third party in settlement of
these instruments. These derivatives are valued using pricing models based on the net present value
of estimated future cash flows, and directly observed prices from exchange-traded derivatives,
other OTC trades, or external pricing services, while taking into account the counterpartys credit
ratings, or our own credit ratings as appropriate.
New and/or complex instruments may have immature or limited markets. As a result, the pricing
models used for valuation often incorporate significant estimates and assumptions, which may impact
the level of precision in the Consolidated Financial Statements. For long-dated and illiquid
contracts, we apply extrapolation methods to observed market data in order to estimate inputs and
assumptions that are not directly observable. This enables us to mark-to-market all positions
consistently when only a subset of prices is directly observable. Values for OTC derivatives are
verified using observed information about the costs of hedging the risk and other trades in the
market. As the markets for these products develop, we continually refine our pricing models based
on experience to correlate more closely to the market risk of these instruments. Obtaining the fair
value for OTC derivative contracts requires the use of management judgment and estimates. At the
inception of the contract, unrealized gains for these instruments are not recognized unless
significant inputs to the valuation model are observable in the market.
We hold investments that may have quoted market prices but that are subject to restrictions (e.g.,
consent of the issuer or other investors to sell) that may limit our ability to realize the quoted
market price. Accordingly, we estimate the fair value of these securities based on managements
best estimate, which incorporates pricing models based on projected cash flows, earnings multiples,
comparisons based on similar market transactions and/or review of underlying financial conditions
and other market factors.
Valuation adjustments are an integral component of the mark-to-market process and may be taken
where either the sheer size of the trade or other specific features of the trade or particular
market (such as counterparty credit quality, concentration or market liquidity) requires adjustment
to the values derived from the pricing models.
Because valuation may involve significant estimation where readily observable prices are not
available, we have categorized our financial instruments based on liquidity of the instrument and
the amount of estimation we make when determining its value as recorded in the Consolidated
Financial Statements. In preparing the categorization, we have made estimates regarding the
allocation of netting adjustments permitted under FASB Interpretation No. 39, Offsetting of Amounts
Related to Certain Contracts, and other adjustments.
Assets and liabilities recorded on the Consolidated Balance Sheets can be broadly categorized as
follows:
Category 1. Highly liquid cash, securities and derivative instruments, primarily carried at fair
value, for which quoted market prices are readily available (for example, exchange-traded equity
securities, certain listed options, and U.S. Government securities).
Category 2. Liquid instruments, primarily carried at fair value, including:
|
a) |
|
Cash instruments for which quoted prices are available but which trade less frequently such that
there may not be complete pricing transparency for these instruments across all market cycles
(for example, corporate and municipal bonds and certain physical commodities); |
|
|
b) |
|
Derivative instruments that are valued using a model, where inputs to the model are directly
observable in the market (for example, U.S. dollar interest rate swaps); and |
|
|
c) |
|
Instruments that are priced with reference to financial instruments whose parameters can be
directly observed (for example, certain mortgage loans). |
Category 3. Less liquid instruments that are valued using managements best estimate of fair value,
and instruments which are valued using a model, where either the inputs to the model and/or the
models themselves require significant judgment by management. Areas where these valuation
methodologies are primarily applied include private equity investments, long-dated or complex
derivatives such as certain
6
foreign exchange options and credit default swaps, and distressed debt and commodity
derivatives, such as long-dated options on gas and power and weather derivatives. In applying these
models, we consider such factors as projected cash flows, market comparables, volatility, and
various market inputs.
At December 29, 2006 and December 30, 2005, certain assets and liabilities on the Consolidated
Balance Sheets can be categorized using the above classification scheme as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
Category 1 |
|
|
Category 2 |
|
|
Category 3 |
|
|
Total |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading assets, excluding contractual agreements |
|
$ |
76,519 |
|
|
$ |
91,446 |
|
|
$ |
3,970 |
|
|
$ |
171,935 |
|
Contractual agreements |
|
|
4,974 |
|
|
|
23,698 |
|
|
|
3,241 |
|
|
|
31,913 |
|
Investment
securities(1) (2) |
|
|
6,239 |
|
|
|
62,279 |
|
|
|
14,892 |
|
|
|
83,410 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading liabilities, excluding contractual agreements |
|
$ |
49,068 |
|
|
$ |
11,441 |
|
|
$ |
42 |
|
|
$ |
60,551 |
|
Contractual agreements |
|
|
6,633 |
|
|
|
22,703 |
|
|
|
8,975 |
|
|
|
38,311 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading assets, excluding contractual agreements |
|
$ |
56,556 |
|
|
$ |
63,344 |
|
|
$ |
2,594 |
|
|
$ |
122,494 |
|
Contractual agreements |
|
|
5,008 |
|
|
|
18,177 |
|
|
|
3,031 |
|
|
|
26,216 |
|
Investment securities(1) |
|
|
6,115 |
|
|
|
54,805 |
|
|
|
8,353 |
|
|
|
69,273 |
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading liabilities, excluding contractual agreements |
|
$ |
48,688 |
|
|
$ |
11,248 |
|
|
$ |
242 |
|
|
$ |
60,178 |
|
Contractual agreements |
|
|
4,623 |
|
|
|
17,490 |
|
|
|
6,642 |
|
|
|
28,755 |
|
|
|
|
|
(1) |
|
Includes investments that are not carried at fair value. See Note 5 to the Consolidated
Financial Statements for additional information on investment securities. |
(2) |
|
The increase in category 3 investment securities from year-end 2005 to year-end 2006 primarily
relates to increases in private equity investments. |
In addition, other trading-related assets recorded in the Consolidated Balance Sheets at
year-end 2006 and 2005 include $297.0 billion and $255.5 billion, respectively, of receivables
under resale agreements and receivables under securities borrowed transactions. Trading-related
liabilities recorded in the Consolidated Balance Sheets at year-end 2006 and 2005 include $266.1
billion and $212.4 billion, respectively, of payables under repurchase agreements and payables
under securities loaned transactions. We have recorded these securities financing transactions at
their contractual amounts, which approximate fair value, and little or no estimation is required by
management.
Litigation
We have been named as a defendant in various legal actions, including arbitrations, class
actions, and other litigation arising in connection with our activities as a global diversified
financial services institution. We are also involved in investigations and/or proceedings by
governmental and self-regulatory agencies. In accordance with SFAS No. 5, Accounting for
Contingencies, we 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 class action lawsuits, it is not possible for us 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, we cannot predict what the eventual loss or range of loss
related to such matters will be. See Note 12 to the Consolidated Financial Statements and Other
Information (Unaudited) Legal Proceedings for further information.
Variable Interest Entities
In the normal course of business, we enter into a variety of transactions with VIEs. We are
required by the applicable accounting guidance to perform a qualitative and/or quantitative
analysis of each new VIE at inception to determine whether we are the primary beneficiary of the
VIE and therefore must consolidate the VIE. In performing this analysis, we make assumptions
regarding future performance of assets held by the VIE, taking into account estimates of credit
risk, estimates of the fair value of assets, timing of cash flows, and other significant factors.
Although a VIEs actual results may differ from projected outcomes, a revised consolidation
analysis is generally not required subsequent to the initial assessment. If a VIE meets the
conditions to be considered a QSPE, we are not typically required to consolidate the QSPE in our
financial statements. A QSPEs activities must be significantly limited. A servicer of the assets
held by a QSPE may have discretion in restructuring or working out assets held by the QSPE as long
as the discretion is significantly limited and the parameters of that discretion are fully
described in the legal documents that established the QSPE. Determining whether the activities of a
QSPE and its servicer meet these conditions requires the use of judgment by management.
7 Merrill Lynch 2006 Annual Report
Income Taxes
Merrill Lynch is under examination by the Internal Revenue Service (IRS) and other tax
authorities including Japan and the United Kingdom, 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 20012003 was completed in 2006, subject to
the resolution of the Japanese issue discussed below. As previously disclosed, there were carryback
claims from the years 2001 and 2002 which were under Joint Committee review. During the third
quarter of 2006, Merrill Lynch received notice that the Joint Committee had not taken exception and
the refund claims have now been received. As a result, Merrill Lynchs 2006 effective tax rate
reflects a $296 million reduction in the tax provision. IRS audits are also in progress for the tax
years 20042006. 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 19972001 were also completed in 2006 and
did not have a material impact on the Consolidated Financial Statements. In the second quarter of
2005, Merrill Lynch paid a tax assessment from the Tokyo Regional Tax Bureau for the years
19982002. The assessment reflected the Japanese tax authoritys view that certain income on which
Merrill Lynch previously paid income tax to other international jurisdictions, primarily the United
States, should have been allocated to Japan. Merrill Lynch has begun the process of obtaining
clarification from international authorities on the appropriate allocation of income among multiple
jurisdictions to prevent double taxation. Merrill Lynch regularly assesses the likelihood of
additional assessments in each of the tax jurisdictions resulting from these examinations. Tax
reserves have been established, which Merrill Lynch believes to be adequate in relation to the
potential for additional assessments. However, there is a reasonable possibility that additional
amounts may be incurred. The estimated additional possible amounts are no more than $120 million.
Merrill Lynch adjusts the level of reserves and the reasonably possible amount 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 Merrill Lynchs effective tax rate in the period in which it
occurs.
Business Environment(1)
Global financial markets performed well for most of 2006 as the U.S. Federal Reserve Systems
Federal Open Market Committee (FOMC) ended its two-year campaign of raising interest rates. This,
coupled with a fourth consecutive year of double-digit percentage growth in corporate profits and
falling oil prices, supported a U.S. stock market surge in the second half of the year. The U.S.
economy performed well as the gross domestic product increased slightly compared to 2005, despite a
significant slowdown in the housing market and a lower rate of consumer spending. Non-U.S. markets
outperformed U.S. markets. Increased global liquidity fueled significant merger and acquisition
(M&A) activity and share buy-back activity. Long-term interest rates, as measured by the yield on
the 10-year U.S. Treasury bond, began 2006 at 4.39%, rose during the middle of the year, then
retreated to end the year at 4.71%. Long-term interest rates were below short-term interest rates
for the majority of 2006, and the FOMC raised the federal funds rate from 4.25% to 5.25%, with its
last increase in July 2006.
U.S. equity markets performed well for most of 2006 with all major U.S. equity indices increasing
for the year, despite a pronounced downturn in the financial markets from mid-May through August.
The Dow Jones Industrial Average, Standard & Poors 500 Index and the Nasdaq Composite Index rose
16.3%, 13.6% and 9.5%, respectively.
Non-U.S. equity markets generally outperformed those in the U.S. The Dow Jones World Index,
excluding the United States, rose 23% during the year in dollar terms. European stocks had a solid
performance in 2006 as the Dow Jones Stoxx 50 index and the FTSE 100 index rose 10% and 11%,
respectively. Despite a significant decline in emerging markets around the middle of the year,
India and China posted strong gains for the full year with the Bombay Sensex index and the Hang
Seng index increasing 47% and 34%, respectively. The Dow Jones China 88 index, a measure of Chinas
largest and most traded stocks, rose 97% for the year. Japans Nikkei Stock Average rose 7%, making
it one of the weaker performing equity markets in 2006, primarily resulting from a weaker than
anticipated economic recovery.
U.S. equity trading volumes for 2006 were higher than in 2005. On the NYSE and the Nasdaq both the
dollar volume of shares and the number of shares traded increased compared to the prior year. U.S.
equity market volatility was mixed, as measured by the VIX and QQV volatility indices.
Global debt underwriting volumes increased to $6.5 trillion, up 9% from 2005, while global equity
underwriting volumes of $735 billion were up 29% from 2005. The value of global initial public
offerings was a record $214 billion in 2006.
Global M&A activity increased significantly in 2006 with the total value of announced deals rising
35% to $4.0 trillion, making it the most active year since 2000. The total value of global
completed M&A activity was $3.4 trillion, 34% higher than in 2005.
|
|
|
|
|
|
(1) |
|
Debt and equity underwriting and merger and acquisition statistics were obtained from
Dealogic. |
8
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(dollars in millions, except per share amounts) |
|
2006 |
(1) |
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Net
revenues
Principal transactions |
|
$ |
7,034 |
|
|
$ |
3,545 |
|
|
$ |
2,196 |
|
|
|
98 |
% |
|
|
61 |
% |
Managed accounts and other fee-based
revenues |
|
|
6,288 |
|
|
|
5,710 |
|
|
|
5,197 |
|
|
|
10 |
|
|
|
10 |
|
Commissions |
|
|
5,985 |
|
|
|
5,277 |
|
|
|
4,769 |
|
|
|
13 |
|
|
|
11 |
|
Investment banking |
|
|
4,680 |
|
|
|
3,798 |
|
|
|
3,473 |
|
|
|
23 |
|
|
|
9 |
|
Revenues from consolidated investments |
|
|
570 |
|
|
|
438 |
|
|
|
346 |
|
|
|
30 |
|
|
|
27 |
|
Other |
|
|
3,256 |
|
|
|
2,189 |
|
|
|
1,448 |
|
|
|
49 |
|
|
|
51 |
|
|
Subtotal |
|
|
27,813 |
|
|
|
20,957 |
|
|
|
17,429 |
|
|
|
33 |
|
|
|
20 |
|
Interest and dividend revenues |
|
|
40,433 |
|
|
|
26,412 |
|
|
|
14,820 |
|
|
|
53 |
|
|
|
78 |
|
Less interest expense |
|
|
35,822 |
|
|
|
21,660 |
|
|
|
10,430 |
|
|
|
65 |
|
|
|
108 |
|
|
Net interest profit |
|
|
4,611 |
|
|
|
4,752 |
|
|
|
4,390 |
|
|
|
(3 |
) |
|
|
8 |
|
|
Gain on merger |
|
|
1,969 |
|
|
|
|
|
|
|
|
|
|
|
N/M |
|
|
|
N/M |
|
|
Total net revenues |
|
|
34,393 |
|
|
|
25,709 |
|
|
|
21,819 |
|
|
|
34 |
|
|
|
18 |
|
|
Non-interest expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
16,989 |
|
|
|
12,398 |
|
|
|
10,662 |
|
|
|
37 |
|
|
|
16 |
|
Communications and technology |
|
|
1,842 |
|
|
|
1,604 |
|
|
|
1,457 |
|
|
|
15 |
|
|
|
10 |
|
Brokerage, clearing, and exchange fees |
|
|
1,097 |
|
|
|
856 |
|
|
|
773 |
|
|
|
28 |
|
|
|
11 |
|
Occupancy and related depreciation |
|
|
998 |
|
|
|
937 |
|
|
|
892 |
|
|
|
7 |
|
|
|
5 |
|
Professional fees |
|
|
880 |
|
|
|
723 |
|
|
|
712 |
|
|
|
22 |
|
|
|
2 |
|
Advertising and market development |
|
|
692 |
|
|
|
598 |
|
|
|
533 |
|
|
|
16 |
|
|
|
12 |
|
Expenses of consolidated investments |
|
|
380 |
|
|
|
258 |
|
|
|
231 |
|
|
|
47 |
|
|
|
12 |
|
Office supplies and postage |
|
|
226 |
|
|
|
209 |
|
|
|
202 |
|
|
|
8 |
|
|
|
3 |
|
Other |
|
|
1,020 |
|
|
|
1,043 |
|
|
|
611 |
|
|
|
(2 |
) |
|
|
71 |
|
|
Total non-interest expenses |
|
|
24,124 |
|
|
|
18,626 |
|
|
|
16,073 |
|
|
|
30 |
|
|
|
16 |
|
|
Earnings from continuing operations before income taxes |
|
$ |
10,269 |
|
|
$ |
7,083 |
|
|
$ |
5,746 |
|
|
|
45 |
|
|
|
23 |
|
|
Income tax expense |
|
|
2,876 |
|
|
|
2,070 |
|
|
|
1,377 |
|
|
|
39 |
|
|
|
50 |
|
|
Net earnings from continuing operations |
|
$ |
7,393 |
|
|
$ |
5,013 |
|
|
$ |
4,369 |
|
|
|
47 |
|
|
|
15 |
|
|
Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from Discontinued Operations |
|
$ |
157 |
|
|
$ |
148 |
|
|
$ |
90 |
|
|
|
6 |
|
|
|
64 |
|
Income tax expense |
|
|
51 |
|
|
|
45 |
|
|
|
23 |
|
|
|
13 |
|
|
|
96 |
|
|
Net earnings
from Discontinued Operations |
|
$ |
106 |
|
|
$ |
103 |
|
|
$ |
67 |
|
|
|
3 |
|
|
|
54 |
|
|
Net Earnings |
|
$ |
7,499 |
|
|
$ |
5,116 |
|
|
$ |
4,436 |
|
|
|
47 |
|
|
|
15 |
|
|
Basic Earnings Per Common Share From Continuing Operations |
|
$ |
8.30 |
|
|
$ |
5.55 |
|
|
$ |
4.74 |
|
|
|
50 |
|
|
|
17 |
|
Basic Earnings Per Common Share From Discontinued Operations |
|
|
0.12 |
|
|
|
0.11 |
|
|
|
0.07 |
|
|
|
9 |
|
|
|
57 |
|
|
Basic Earnings Per Common Share |
|
$ |
8.42 |
|
|
$ |
5.66 |
|
|
$ |
4.81 |
|
|
|
49 |
|
|
|
18 |
|
|
|
Diluted Earnings Per Common Share From Continuing Operations |
|
$ |
7.48 |
|
|
$ |
5.06 |
|
|
$ |
4.31 |
|
|
|
48 |
|
|
|
17 |
|
Diluted Earnings Per Common Share From Discontinued Operations |
|
|
0.11 |
|
|
|
0.10 |
|
|
|
0.07 |
|
|
|
10 |
|
|
|
43 |
|
|
Diluted Earnings Per Common Share |
|
$ |
7.59 |
|
|
$ |
5.16 |
|
|
$ |
4.38 |
|
|
|
47 |
|
|
|
18 |
|
|
Return on average common stockholders equity |
|
|
21.3 |
% |
|
|
16.0 |
% |
|
|
14.9 |
% |
|
|
|
|
|
|
|
|
|
Pre-tax
profit margin from continuing operations |
|
|
29.9 |
% |
|
|
27.6 |
% |
|
|
26.3 |
% |
|
|
|
|
|
|
|
|
|
Compensation and benefits as a
percentage of net revenues |
|
|
49.4 |
% |
|
|
48.2 |
% |
|
|
48.9 |
% |
|
|
|
|
|
|
|
|
Non-compensation expenses as a
percentage of net revenues |
|
|
20.7 |
% |
|
|
24.2 |
% |
|
|
24.8 |
% |
|
|
|
|
|
|
|
|
Book value per share |
|
$ |
41.35 |
|
|
$ |
35.82 |
|
|
$ |
32.99 |
|
|
|
15 |
|
|
|
9 |
|
|
|
|
|
N/M = Not Meaningful |
(1) |
|
Includes the one-time first quarter compensation expenses associated with the adoption of SFAS
No. 123 as revised in 2004, Share-Based Payment, a revision of SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123R) and the third quarter positive net impact from the
closing of the BlackRock merger. For more information on SFAS No. 123R or the BlackRock merger,
refer to Notes 1 and 2, respectively, to the Consolidated Financial Statements. |
Consolidated Results of Operations
Our
net earnings per diluted share from continuing operations were a
record $7.48 in 2006 up 48% from $5.06 in 2005. Net
earnings from continuing operations were a record $7.4 billion in 2006, up 47% from 2005 on
net revenues of $34.4 billion, an
increase of 34% from 2005. The 2006 results included the net gain arising from the closing of the
BlackRock merger during the third quarter, which was essentially offset by one-time non-cash
compensation costs arising from modifications to the retirement eligibility requirements for
existing stock-based employee compensation awards and the adoption of SFAS No. 123R, recorded in
the first quarter.
These items, in aggregate, increased both full year net revenues and non-interest expenses by
approximately $2.0 billion, resulting in a negative net impact to 2006 net earnings of $72 million,
or $0.09 per diluted share. See Exhibit 99.4, for further
information on these one-time items.
9 Merrill Lynch 2006 Annual Report
The following chart illustrates the composition of net revenues by category in 2006:
2006 compared to 2005
Principal transactions revenues include realized gains and losses from the purchase and sale
of securities, such as equity securities and fixed income securities including government bonds and
municipal securities, in which we act as principal, as well as unrealized gains and losses on
trading assets and liabilities, including commodities, derivatives, and loans. Principal
transactions revenues were $7.0 billion, 98% higher than a year ago, due primarily to increased
revenues from trading of fixed income, currency, commodity and equity products with the strongest
increases coming from credit products, commodities and proprietary trading. These increases reflect
higher client flows, increased proprietary trading activities and the impact of overall higher
markets during most of 2006.
Net interest profit is a function of (i) the level and mix of our total assets and liabilities,
including trading assets owned, deposits, financing and lending transactions and trading strategies
associated with our institutional securities business, and (ii) the prevailing level, term
structure and volatility of interest rates. Net interest profit is an integral component of our
trading activity. In assessing the profitability of our client facilitation and trading activities,
we view principal transactions and net interest profit in the aggregate as net trading revenues.
Changes in the composition of trading inventories and hedge positions can cause the mix of
principal transactions and net interest profit to fluctuate. Net
interest profit was $4.6 billion,
down 3% from 2005, due primarily to the impact of rising rates on municipal and equity derivatives
and increased interest expense from higher long-term borrowings and funding charges, partially
offset by higher short-term interest rates on deposit spreads earned.
Managed accounts and other fee-based revenues primarily consist of asset-priced portfolio service
fees earned from the administration of separately managed and other investment accounts for retail
investors, annual account fees, and certain other account-related fees. In addition, until the
BlackRock merger at the end of the third quarter of 2006, managed accounts and other fee-based
revenues also included fees earned from the management and administration of retail mutual funds
and institutional funds such as pension assets, and performance fees earned on certain separately
managed accounts and institutional money management arrangements. Managed accounts and other
fee-based revenues were $6.3 billion, up 10% from 2005. The increase is mainly due to higher
portfolio service fees reflecting the impact of net inflows into annuitized-revenue accounts as
well as higher equity market values. As a result of the BlackRock merger, managed accounts and
other fee-based revenues only reflect nine months of operations associated with MLIM for 2006. For
more information on the BlackRock merger, please refer to Note 2 to the Consolidated Financial
Statements.
Commissions revenues primarily arise from agency transactions in listed and OTC equity securities
and commodities, insurance products and options. Commissions revenues also include distribution
fees for promoting and distributing mutual funds (12b-1 fees) and hedge funds, as well as
contingent deferred sales charges earned when a shareholder redeems shares prior to the end of the
required holding period. Commissions revenues were $6.0 billion,
up 13% from 2005, due primarily to
a global increase in client transaction volumes, particularly in listed equities and mutual funds.
Investment banking revenues include (i) origination revenues representing fees earned from the
underwriting of debt, equity and equity-linked securities, as well as loan syndication and
commitment fees and (ii) strategic advisory services revenues including merger and acquisition and
other investment banking advisory fees. Investment banking revenues were $4.7 billion, up 23% from
2005, reflecting increases in both debt and equity origination revenues as well as increases in
merger and acquisition advisory revenues, driven by increased overall activity.
Other revenues include realized investment gains and losses, distributions on cost method
investments, fair value adjustments on private equity investments that are held for capital
appreciation and/or current income, gains related to the sale of mortgages, write-downs of certain
available-for-sale securities, and translation gains and losses on foreign denominated assets and
liabilities. Other revenues were $3.3 billion in 2006, up 49% from 2005 due primarily to higher
revenues from private equity businesses and gains from the sale of mortgages and other loans,
partially offset by lower net foreign exchange gains.
10
The gain on merger was $2.0 billion for 2006. This gain entirely relates to the BlackRock
merger. For more information on this merger, refer to Note 2 to the Consolidated Financial
Statements.
Revenues from consolidated investments include revenues from investments that are consolidated
under SFAS No. 94, Consolidation of All Majority-owned Subsidiaries and FASB Interpretation No. 46,
Consolidation of Variable Interest Entities an interpretation of APB No. 51
(FIN 46R). Revenues from consolidated investments were $570 million, up 30% from 2005, reflecting
higher investment gains and additional investments.
Compensation and benefits expenses were $17.0 billion in 2006, up 37% from a year-ago, reflecting
higher incentive compensation accruals associated with increased net revenues, as well as higher
staffing levels. Our 2006 compensation and benefit expenses also reflect the non-cash compensation
expenses incurred in the first quarter of 2006 of $1.8 billion related to the adoption of SFAS No.
123R. Compensation and benefits expenses were 49.4% of net revenues
for 2006, as compared to 48.2% a year ago. Excluding the one-time impacts related to the adoption of SFAS No. 123R and the
BlackRock merger, compensation and benefits were 46.5% of net
revenues. See Exhibit 99.4, for a reconciliation of non-GAAP measures. The compensation ratio depends on
the absolute level of net revenues, the business mix underlying those revenues and industry
compensation trends.
Non-compensation
expenses were $7.1 billion in 2006, up 15% from 2005. Communications and
technology costs were $1.8 billion, up 15% from 2005, due primarily to costs related to technology
investments for growth, including acquisitions, and higher market information and communications
costs. Brokerage, clearing and exchange fees were $1.1 billion, up 28% from 2005, mainly due to
increased transaction volumes. Professional fees were $880 million, up 22% from 2005, reflecting
higher legal and consulting fees primarily associated with increased business activity levels.
Advertising and market development expenses were $692 million, up 16% from 2005, due primarily to
higher travel expenses associated with increased business activity levels and increased sales
promotion and advertising costs. Expenses of consolidated investments were $380 million, up from
$258 million in 2005, principally due to increased minority interest expenses associated with
related increased revenues from consolidated investments.
2005 compared to 2004
Net
revenues in 2005 were $25.7 billion, 18% higher than in 2004. Managed accounts and other
fee-based revenues in 2005 were $5.7 billion, up 10%, reflecting the impact of net inflows into
annuitized-revenue products, and the increase in managed account fees which reflects the impact of
net inflows of higher-yielding assets as well as higher equity market values. Principal
transactions revenues in 2005 increased 61%, to $3.5 billion, due primarily to increased revenues
from trading of debt and equity products, as well as our addition of the commodities business,
which was acquired in November 2004. Commission revenues in 2005
were $5.3 billion, up 11% due
primarily to a global increase in client transaction volumes, particularly in listed equities and
mutual funds. Net interest profit in 2005 was $4.8 billion, up 8% due primarily to the impact of
rising short-term interest rates on deposit spreads earned. Investment banking revenues of $3.8
billion in 2005 increased 9% from 2004 due to increased M&A advisory revenues as well as higher
debt origination fees. Revenues from consolidated investments were $438 million, up from $346
million in 2004 reflecting higher investment gains. Other revenues
were $2.2 billion, up from $1.4 billion due primarily to higher revenues in principal investing and private equity businesses.
Compensation
and benefits expenses were $12.4 billion in 2005, up 16% from 2004 reflecting higher
incentive compensation accruals associated with increased net revenues, as well as higher staffing
levels. Compensation and benefits expenses were 48.2% of net revenues
in 2005, compared to 48.9% of
net revenues in 2004.
Non-compensation
expenses were $6.2 billion in 2005, 15% higher than 2004. Communications and
technology costs were $1.6 billion, up 10%, due primarily to higher system consulting costs related
to investments for growth, including acquisitions, and higher market information and communications
costs. Other expenses were $1.0 billion, up from $611 million in 2004, primarily reflecting higher
litigation provisions.
Income Taxes
Our
2006 income tax provision from continuing operations was $2.9 billion representing a 28.0% effective tax rate
compared with 29.2% in 2005 and reflected a $296 million reduction in the tax provision arising
from carry-back claims covering the years 2001 and 2002. Our 2005 tax provision was $2.1 billion
and the effective tax rate increased from the 2004 rate of 24.0% reflecting the net impact of the
business mix, tax settlements, and $97 million of tax associated with the repatriation of $1.8
billion of foreign earnings. We have recorded deferred tax assets and liabilities for the effects
of temporary differences between the tax basis of an asset or liability and its reported amount in
the Consolidated Financial Statements. We assess our ability to realize deferred tax assets within
each jurisdiction, primarily based on a strong earnings history and other factors as discussed in
SFAS No. 109, Accounting for Income Taxes. During the last 10 years, average annual pre-tax
earnings were $4.5 billion. Accordingly, management believes that it is more likely than not those
remaining deferred tax assets, net of the remaining related valuation allowance, will be realized.
See Note 15 to the Consolidated Financial Statements for further information.
11 Merrill Lynch 2006 Annual Report
Business Segments
The following discussions provide details of the operating performance for each of our
business segments, as well as details of products and services offered. The discussion also
includes details of net revenues by segment. Since the fourth quarter of 2006, our business segment
reporting reflects the management reporting lines established as a result of the BlackRock merger,
as well as the economic and long-term financial performance characteristics of the underlying
businesses.
Prior to the fourth quarter of 2006, we reported our business activities in three operating
segments: GMI, GPC, and MLIM. Effective with the BlackRock merger, MLIM ceased to exist as a
separate business segment. Accordingly, a new business segment, GWM, was created, consisting of GPC
and GIM. We have restated all prior period segment information to conform to the current period
presentation. See Note 3 to the Consolidated Financial Statements for further information on
segments.
The BlackRock merger closed the last day of the third fiscal quarter, and as a result, our 2006
results of operations for MLIM include only results through the first nine months of 2006. For more
information on the BlackRock merger, refer to Note 2 to the Consolidated Financial Statements.
The following segment results represent the information that is relied upon by management in its
decision-making processes. These results exclude corporate items and
are presented before discontinued operations. Prior year business segment
results are restated to reflect reallocations of revenues and expenses that result from changes in
our business strategy and organizational structure. Revenues and expenses associated with
inter-segment activities are recognized in each segment. In addition, revenue and expense sharing
agreements for joint activities between segments are in place, and the results of each segment
reflect their agreed-upon apportionment of revenues and expenses associated with these activities.
See Note 3 to the Consolidated Financial Statements for further information.
The following chart depicts our 2006 net revenues by segment, excluding corporate items. The MLIM
information reflects net revenues for the first nine months of 2006.
Global Markets and Investment Banking
GMI provides trading, capital markets services, and investment banking services to issuer and
investor clients around the world. Global Markets makes a market in securities, derivatives,
currencies, and other financial instruments to satisfy client demands. In addition, GMI engages in
certain proprietary trading activities. The Global Markets division combines the fixed income,
currencies, commodities, and equity sales and trading activities for investor clients, while the
Investment Banking division provides a wide range of origination and strategic advisory services
for issuer clients. Global Markets is a leader in the global distribution of fixed income, currency
and energy commodity products and derivatives. Global Markets also has one of the largest equity
trading operations in the world and is a leader in the origination and distribution of equity and
equity-related products. Further, Global Markets provides clients with financing, securities
clearing, settlement, and custody services and also engages in principal investing in a variety of
asset classes and private equity investing. The Investment Banking division raises capital for its
clients through underwritings and private placements of equity, debt and related securities, and
loan syndications. Investment Banking also offers advisory services to clients on strategic issues,
valuation, mergers, acquisitions and restructurings.
Global Markets
Global Markets revenues are reported in two major categories based on asset class: Fixed
Income, Currencies and Commodities (FICC) and Equity Markets. These categories include the
following businesses:
Fixed Income, Currencies and Commodities
FICC includes the following groups:
§ |
|
Global Credit responsible on a global basis for credit trading of money market instruments,
investment grade debt, credit derivatives, structured credit products, syndicated loans,
high-yield debt, distressed and emerging markets debt, as well as collateralized mortgage
obligations, asset-backed securities trading, and pass-through mortgage obligations trading; |
12
§ |
|
Global Commercial Real Estate responsible on a global basis for secured commercial real
estate lending, securitizations related to these transactions, as well as principal and equity
investments in real estate; |
|
§ |
|
Global Structured Finance & Investments responsible for asset-based lending, residential real
estate lending, servicing and securitizations related to these transactions, asset-liability
management for the investment securities portfolios of our bank subsidiaries, as well as principal
and equity investments in other secured assets; |
|
§ |
|
Global Rates responsible on a global basis for sales and trading activities for interest rate
derivatives, U.S. government and other federal agency securities, obligations of other sovereigns,
municipal securities, repurchase and resale financing and debt financial futures and options; |
|
§ |
|
Global Foreign Exchange responsible on a global basis for sales and trading activities for
currency, exotic options, forwards and local currency trading; and |
|
§ |
|
Global Commodities responsible for energy and weather risk management, as well as marketing
and trading of natural gas, power, oil, coal, metals, emissions, crude, refined products, natural
gas liquids and commodity indices on a global basis. |
Equity Markets
Equity Markets includes the following groups:
§ |
|
Global Cash Equity Trading responsible
for our full-service cash equity trading and portfolio and electronic trading capabilities on a global basis; |
|
§ |
|
Global Equity-Linked responsible for trading activities in equity-linked derivatives including
exchange-traded options, convertible securities, financial futures and structured products on a
global basis; |
|
§ |
|
Global Markets Financing and Services responsible for equity financing and services, including
prime brokerage, stock lending, money manager services and clearing, settlement and custody
functions; |
|
§ |
|
Strategic Risk responsible for proprietary risk trading that encompasses both qualitative and
quantitative strategies across multiple asset classes on a global basis; and |
|
§ |
|
Global Private Equity executes private equity investments and manages these assets primarily
for its own account and for that of certain investment partnerships, including employee
partnerships. |
Investment Banking
Investment Banking includes the following groups:
§ |
|
Country/Sector Coverage responsible for
all origination and advisory activities, across countries and sectors, on behalf of issuer clients; |
|
§ |
|
Corporate Finance responsible for
structured product capabilities, financial product development and commodities origination; |
|
§ |
|
Equity Capital Markets responsible for all capital related activities for issuer clients
generated in the equity markets, including convertible securities and equity derivative products; |
|
§ |
|
Debt Capital Markets responsible for all capital related activities for issuer clients
generated in the high-grade debt markets including derivative products, liability management,
private placements, money markets, and structured transactions; |
|
§ |
|
Leveraged Finance responsible for all financing activities for non-investment grade issuer
clients, including high-yield bonds and syndicated loans; |
|
§ |
|
Mergers and Acquisitions responsible for advising corporate clients regarding strategic
alternatives, divestitures, mergers, acquisition and restructuring activities; and |
|
§ |
|
Executive Client Coverage senior client relationship managers who focus exclusively on
strengthening relationships and maximizing opportunities with key clients. |
GMIs 2006 Developments
During 2006, our GMI business generated record-setting financial performance by continuing to
serve clients well, take measured principal risk and execute on a variety of key growth initiatives
around the world. Every major GMI business produced revenue growth over 2005 against a market
backdrop that was favorable for most of the year. Across all businesses, GMI had a net increase of
more than 200 managing directors and directors and 280 vice presidents to its headcount.
In FICC, we continued to broaden the scope of the commodities trading business in terms of product,
geography, and linkage to the broader client franchise, including trading in oil and metals and
geographically in the Pacific Rim. We also enhanced our structured finance business with three
strategic transactions in the U.S., United Kingdom and South Korea that we expect to provide
additional sources of origination and servicing for our non-prime mortgage-backed securitization
and trading platform. We also made progress in key investment areas including both interest rate
and credit derivatives, principal investing/real estate, and foreign exchange.
Within FICC, on September 5, 2006, we announced an agreement to acquire the First Franklin mortgage
origination franchise and related servicing platform from National City Corporation. We expect
First Franklin to accelerate our vertical integration in mortgages,
13 Merrill Lynch 2006 Annual Report
adding scale to our mortgage securitization and trading platform. This acquisition was
completed on December 30, 2006, the first day of our 2007 fiscal year.
In Equity Markets, we continued to enhance our leading cash equity trading platform by adding to
our portfolio and electronic trading capabilities through additional investments in personnel and
technology, as well as additional acquisitions, partnerships and investments. We also made progress
in our equity-linked trading business, another key area of investment which increased its revenues
more than 50% in 2006. Our equity financing and services business, which includes prime brokerage,
set a revenue record in 2006 and continued to gain scale as we further expanded our relationships
with hedge funds. The strategic risk group, our distinct proprietary trading business, also
generated record revenues, benefiting from continued investments in personnel and infrastructure
that provided the capabilities to take more risk when market opportunities arose. We also continued
to generate increased revenues and make significant new investments in our private equity business.
In Investment Banking, we continued to expand our origination and advisory capabilities, adding to
our global headcount in a targeted manner to improve the breadth and depth of our client franchise.
In addition to traditional underwriting and advisory services, we are increasingly providing
clients with integrated, multi-faceted solutions that span geographies, asset classes and products
such as private equity, derivatives and commodities. We made significant progress in key focus
areas, including global leveraged finance where we continued to gain market share.
Also, during the fourth quarter, we completed the acquisition of Petrie Parkman & Co., a niche
investment bank focused on the North American oil and gas industry. This acquisition is intended to
expand our energy investment banking franchise and complement our growing commodities platform.
Importantly, a significant portion of GMIs growth and investments in 2006 took place outside the
U.S., and net revenues and pre-tax earnings from non-U.S. regions now exceed those from the U.S.
During the first quarter of 2006, we increased our stake in our Indian joint venture, DSP Merrill
Lynch, to further expand the capabilities of that platform and capitalize on the opportunities in
that market. In the fourth quarter, we acquired Tat Yatirim Bankasi, a bank in Turkey that will
serve as a base for our activities in that country.
GMIs Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Global Markets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FICC |
|
$ |
8,133 |
|
|
$ |
6,210 |
|
|
$ |
5,090 |
|
|
|
31 |
% |
|
|
22 |
% |
Equity Markets |
|
|
6,730 |
|
|
|
4,356 |
|
|
|
3,036 |
|
|
|
54 |
|
|
|
43 |
|
|
Total Global Markets net revenues |
|
|
14,863 |
|
|
|
10,566 |
|
|
|
8,126 |
|
|
|
41 |
|
|
|
30 |
|
|
Investment Banking
Origination: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
|
1,735 |
|
|
|
1,444 |
|
|
|
1,258 |
|
|
|
20 |
|
|
|
15 |
|
Equity |
|
|
1,220 |
|
|
|
952 |
|
|
|
1,001 |
|
|
|
28 |
|
|
|
(5 |
) |
Strategic Advisory Services |
|
|
1,099 |
|
|
|
882 |
|
|
|
678 |
|
|
|
25 |
|
|
|
30 |
|
|
Total Investment Banking net revenues |
|
|
4,054 |
|
|
|
3,278 |
|
|
|
2,937 |
|
|
|
24 |
|
|
|
12 |
|
|
Total GMI net revenues |
|
|
18,917 |
|
|
|
13,844 |
|
|
|
11,063 |
|
|
|
37 |
|
|
|
25 |
|
|
Non-interest expenses before one-time
compensation expenses |
|
|
11,797 |
|
|
|
8,854 |
|
|
|
7,194 |
|
|
|
33 |
|
|
|
23 |
|
One-time compensation expenses |
|
|
1,369 |
|
|
|
|
|
|
|
|
|
|
|
N/M |
|
|
|
N/M |
|
|
Pre-tax
earnings from continuing operations |
|
$ |
5,751 |
|
|
$ |
4,990 |
|
|
$ |
3,869 |
|
|
|
15 |
|
|
|
29 |
|
|
Pre-tax
profit margin from continuing operations |
|
|
30.4 |
% |
|
|
36.0 |
% |
|
|
35.0 |
% |
|
|
|
|
|
|
|
|
Total full-time employees |
|
|
15,900 |
|
|
|
13,400 |
|
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
GMIs 2006 net revenues were $18.9 billion, up 37% from the prior year. Pre-tax earnings of
$5.8 billion and pre-tax profit margin of 30.4% included $1.4 billion in one-time compensation
expenses incurred in the first quarter of 2006. Excluding these one-time compensation expenses,
pre-tax earnings for 2006 were $7.1 billion, up 43% from the prior year, and the pre-tax profit
margin was 37.6%, compared to 36.0% in 2005. Refer to Note 1 to the Consolidated Financial
Statements for further detail on the one-time compensation expenses.
See Exhibits 99.4 and 99.5 for a reconciliation of non-GAAP measures. GMIs growth in net revenues and
pre-tax earnings were a result of increased revenues in all three of GMIs major business lines:
FICC, Equity Markets and Investment Banking.
14
In 2005, GMIs net revenues were $13.8 billion, up 25% from the prior year, and pre-tax
earnings increased 29% from 2004 to $5.0 billion. GMIs pre-tax profit margin was 36.0%, up from
35.0% in the prior year. Similar to 2006, GMIs growth in net revenues and pre-tax earnings in 2005
resulted from increased revenues in all three of GMIs major business lines: FICC, Equity Markets
and Investment Banking.
A detailed discussion of GMIs net revenues follows:
Fixed Income, Currencies and Commodities
FICC net revenues include principal transactions and net interest profit (which we believe should
be viewed in aggregate to assess trading results), commissions, revenues from principal
investments, fair value adjustments on private equity investments that are held for capital
appreciation and/or current income, and other revenues.
In 2006, FICC net revenues of $8.1 billion increased 31% from 2005, as net revenues increased for
all major products. The increases in net revenues were primarily driven by record year-over-year
results in commodities, credit trading, foreign exchange, and structured finance. In 2005, FICC net
revenues of $6.2 billion increased 22% from 2004, primarily resulting from increases in principal
investing and structured finance, the commodities business that was acquired in late 2004, and the
trading of credit products.
Equity Markets
Equity Markets net revenues include commissions, principal transactions and net interest profit
(which we believe should be viewed in aggregate to assess trading results), revenues from equity
method investments, fair value adjustments on private equity investments that are held for capital
appreciation and/or current income, and other revenues.
Equity Markets net revenues of $6.7 billion increased 54% from 2005 with positive results across
every major line of business. The increase in revenues was primarily driven by private equity, the
strategic risk group, equity-linked trading and the equity financing and services business, which
includes prime brokerage. In 2005, Equity Markets net revenues increased 43% from 2004 to $4.4
billion. This increase was due principally to private equity, cash and equity-linked trading, and
the equity financing and services business, which includes prime brokerage and clearing, and
reflected the acquisition of Pax Clearing Corporation, a Chicago-based options, stock and futures
clearing firm.
Investment Banking
Investment Banking net revenues set a new record in 2006, increasing 24% to $4.1 billion with
strong revenue growth generated from both debt and equity origination, as well as strategic
advisory services. Investment Banking net revenues increased 12% in 2005 to $3.3 billion, as
increased strategic advisory services and debt origination revenues were partially offset by lower
equity origination revenues.
Origination
Origination revenues represent fees earned from the underwriting of debt, equity and equity-linked
securities, as well as loan syndication fees.
Origination revenues in 2006 were $3.0 billion, up 23% from 2005, driven by increased overall
origination activity and our improved market share during 2006. Debt origination revenues set a new
record at $1.7 billion, increasing 20% from the prior year. Equity origination revenues of $1.2
billion increased 28% from the prior year. Origination revenues in 2005 were $2.4 billion, up 6%
from 2004, reflecting higher debt underwriting revenues, which increased 15% from 2004, partially
offset by equity underwriting revenues, which declined 5% from 2004. The increase in debt
origination revenues reflected higher revenues from syndicated lending activities, as well as
increased overall debt origination activity.
Strategic Advisory Services
Strategic advisory services revenues, which include merger and acquisition and other investment
banking and advisory fees, were $1.1 billion in 2006, up 25% on increased transaction volumes. In
2005, strategic advisory services revenues increased 30% to $882 million, reflecting an increase in
transaction volumes.
Global Wealth Management
GWM, our full-service retail wealth management segment, provides brokerage, investment
advisory and financial planning services, offering a broad range of both proprietary and
third-party wealth management products and services globally to individuals, small- to mid-size
businesses, and employee benefit plans.
GPC provides a full range of wealth management products and services to assist clients in managing
all aspects of their financial profile through the Total MerrillSM platform. GPCs
offerings include commission and fee-based investment accounts; banking, cash management, and
credit services, including consumer and small business lending and Visa® cards; trust
and generational planning; retirement services; and insurance products. GPC services individuals
and small- and middle-market corporations and institutions through approximately 15,880 FAs in
approximately 680 offices around the world as of year-end 2006.
15 Merrill Lynch 2006 Annual Report
GIM includes Merrill Lynchs interests in creating and managing wealth management products,
including alternative investment products for clients, for which revenues were previously included
within GPC. GIM also includes our share of net earnings from our ownership positions in other
investment management companies, including BlackRock. Apart from the new investment in BlackRock,
earnings from such ownership positions in other investment management companies were previously
reported in GMI.
Global Private Client
Advisory Division
We provide comprehensive brokerage and advisory financial services in the United States to GPC
clients principally through our FA network. Outside the United States, we provide comprehensive
brokerage and investment services and related products through a network of offices located in 26
countries. We also offer banking and trust services, as well as investment management services, to
our clients in many countries.
To be more responsive to our clients needs and to enhance the quality of our clients experience,
GPC offers a multi-channel service model that more closely aligns our FAs with clients based on
levels of investable assets. The Advisory Divisions FAs focus primarily on clients with more than
$100,000, but less than $10 million of investable assets. Private Wealth Advisors who have
completed a rigorous accreditation program focus primarily on clients with more than $10 million of
investable assets. GPCs Financial Advisory Center, a team-based service platform with access by
telephone and internet, is focused primarily on U.S. clients with less than $100,000 of investable
assets. GPC also uses International Financial Advisory Centers to more effectively serve non-U.S.
clients with lower levels of investable assets.
To help align products and services to each clients specific investment requirements and goals,
GPC offers a choice of traditional commission-based investment accounts, a variety of asset-priced
brokerage and investment advisory services and self-directed online accounts. Assets in GPC
accounts totaled $1.6 trillion at December 29, 2006, an 11% increase from December 30, 2005, due
primarily to market appreciation and, to a lesser extent, net new money.
Individual clients access the full range of GPC brokerage and advisory services through the Cash
Management Account® (CMA®), a product that combines investment and cash
management transactions, as well as Visa® cards, check writing and ATM access. At the
end of 2006, there were approximately 2.3 million CMA® accounts with aggregate assets of
approximately $770 billion. Small- and medium-sized businesses obtain a wide range of securities
account and cash management services through the Working Capital Management Account®
(WCMA account) and related services. The WCMA account combines business checking, investment and
electronic funds transfer services into one account for participating business clients. At the end
of 2006, there were approximately 115,000 WCMA accounts with aggregate assets of more than $114
billion.
GPC provides electronic brokerage services through Merrill Lynch Direct®, an
internet-based brokerage service for U.S. clients preferring a self-directed approach to investing.
Merrill Lynch Direct® offers trading of equities, mutual funds and select fixed income
securities, access to our proprietary research as well as other research, and a variety of online
investing tools.
Total MerrillSM is the platform for GPCs core strategy offering investment choices,
brokerage, advice, planning and/or performance analysis to its clients.
Banking, Trust and Insurance Services
GPC clients place deposits in our banking entities which are used for lending and investment
activities. GPC also has a number of different business lines including residential mortgage
financing, small and mid-size business lending and securities based lending. GPC also sells life
insurance and annuity products and provides personal trust, employee benefit trust and custodial
services for its clients. These activities are conducted through our various bank, trust and
insurance subsidiaries and are more fully described in the Activities of Principal Subsidiaries
section.
Retirement Services
The Merrill Lynch Retirement Group is responsible for approximately $410 billion in retirement
assets for approximately 6.3 million individuals. This group provides a wide variety of investment
and custodial services to individuals in the United States through Individual Retirement Accounts
(IRAs) or through one of approximately 35,000 workplace-based retirement programs serviced by the
group. We also provide investment, administration, communications and consulting services to
corporations and their employees for their retirement programs. These programs include equity award
and executive services, 401(k), pension, profit-sharing and non-qualified deferred compensation
plans, as well as other retirement benefit plans. In addition, we offer Merrill Lynch Advice
Access®, an investment advisory service for individuals in retirement plans that
provides plan participants with the option of obtaining advice through their local FA, an advisor
at the Financial Advisory Center or through our Benefits Online® website.
Global Investment Management
GIM creates and manages alternative investment products for clients. GIMs results include
revenues derived from those activities, as well as our share of earnings from our ownership
positions in other investment management companies, including our investment in BlackRock.
16
Alternative Investments
Through its alternative investments business, GIM creates and manages a broad array of alternative
investment choices for clients. Unlike traditional investments such as mutual funds, whose
performance is largely dependent on the direction of the broader market, many alternative
investment strategies seek positive returns in any market or economic environment. Our alternative
investments business offers a range of investment choices, including offering qualified
high-net-worth clients access to a wide range of hedge fund strategies.
BlackRock
BlackRock is one of the worlds largest publicly traded investment management firms with
approximately $1.1 trillion in assets under management at the end of 2006. BlackRock manages assets
on behalf of institutions and individuals worldwide through a variety of equity, fixed income, cash
management, and alternative investment products.
GWMs 2006 Developments
GWM continued to focus on growth initiatives during 2006, driving operating leverage through
a strategy of revenue and product diversification, annuitization, client segmentation, growth in
client assets, the hiring of additional FAs, and investments to improve productivity. Over 700 FAs
were added during 2006, and productivity per FA increased over 2005. The growth in FAs came through
recruiting efforts, and the continued low rate of turnover among our most productive FAs. GWM
continues to make investments to carefully expand both within and outside the United States, where
we believe substantial opportunity for growth exists in a number of markets.
GWM continued to make progress in diversifying revenues by increasing recurring revenue sources,
including fee-based revenues and net interest profit. Fee-based revenue and net interest profit and
related hedges as a percentage of GPCs total net revenues rose to 69%, compared to 66% in 2005,
despite a year-over-year increase in transactional and origination revenues. GPC fee-based revenues
from asset-priced and managed account products, including Merrill Lynch Consults® and
Unlimited AdvantageSM, rose 14% in 2006.
GPC continues to invest to expand its franchise outside the United States as evidenced by the
private banking joint venture launched during the second quarter of 2006 with Mitsubishi UFJ
Financial Group (MUFG) in Japan, bringing GPCs private banking platform to MUFGs large
high-net-worth client base.
On September 29, 2006, Merrill Lynch merged MLIM with BlackRock in exchange for a total of 65
million common and preferred shares representing a 45% voting interest and an economic interest of
approximately half of the newly combined BlackRock. The earnings associated with our investment in
BlackRock are recorded in GIM within the GWM segment.
On January 29, 2007, Merrill Lynch announced that it entered into a definitive agreement with First
Republic Bank (First Republic) to acquire all of the outstanding common shares of First Republic
in exchange for a combination of cash and stock for a total transaction value of $1.8 billion.
First Republic is a private banking and wealth management firm focused on high-net-worth
individuals and their businesses. The transaction is expected to close in the third quarter of
2007, pending necessary regulatory and shareholder approvals. The results of operations of First
Republic will be included in GWM.
GWM Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
GPC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee-based revenues |
|
$ |
5,499 |
|
|
$ |
4,743 |
|
|
$ |
4,315 |
|
|
|
16 |
% |
|
|
10 |
% |
Transactional and origination revenues |
|
|
3,397 |
|
|
|
3,264 |
|
|
|
3,249 |
|
|
|
4 |
|
|
|
0 |
|
Net interest profit and related hedges (1) |
|
|
2,103 |
|
|
|
1,763 |
|
|
|
1,251 |
|
|
|
19 |
|
|
|
41 |
|
Other revenues |
|
|
301 |
|
|
|
310 |
|
|
|
435 |
|
|
|
(3 |
) |
|
|
(29 |
) |
|
Total GPC net revenues |
|
|
11,300 |
|
|
|
10,080 |
|
|
|
9,250 |
|
|
|
12 |
|
|
|
9 |
|
|
GIM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GIM net revenues |
|
|
541 |
|
|
|
409 |
|
|
|
337 |
|
|
|
32 |
|
|
|
21 |
|
|
Total GWM net revenues |
|
|
11,841 |
|
|
|
10,489 |
|
|
|
9,587 |
|
|
|
13 |
|
|
|
9 |
|
|
Non-interest expenses before one-time compensation
expenses |
|
|
9,270 |
|
|
|
8,422 |
|
|
|
7,804 |
|
|
|
10 |
|
|
|
8 |
|
One-time compensation expenses |
|
|
281 |
|
|
|
|
|
|
|
|
|
|
|
N/M |
|
|
|
N/M |
|
|
Pre-tax earnings from continuing operations |
|
$ |
2,290 |
|
|
$ |
2,067 |
|
|
$ |
1,783 |
|
|
|
11 |
|
|
|
16 |
|
|
Pre-tax
profit margin from continuing operations |
|
|
19.3 |
% |
|
|
19.7 |
% |
|
|
18.6 |
% |
|
|
|
|
|
|
|
|
Total Full
time employees |
|
|
33,900 |
|
|
|
33,000 |
|
|
|
31,000 |
|
|
|
|
|
|
|
|
|
Total Financial Advisors |
|
|
15,880 |
|
|
|
15,160 |
|
|
|
14,140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M = Not Meaningful |
(1) |
|
Includes interest component of non-qualifying derivatives which are included in other revenues on the Consolidated Statements of Earnings. |
17 Merrill Lynch 2006 Annual Report
GWMs
revenues in 2006 were $11.8 billion, an increase of 13% over the prior year, reflecting
strong growth in both GPC and GIMs businesses, as well as the inclusion of our share of fourth
quarter 2006 after-tax earnings of BlackRock. GWM generated $2.3 billion of pre-tax earnings, and
the pre-tax profit margin was 19.3% in 2006, which included $281 million in one-time compensation
expenses incurred in the first quarter of 2006. Excluding these one-time compensation expenses,
GWMs pre-tax earnings were $2.6 billion, up 24% from the prior year. On the same basis, the
pre-tax profit margin was 21.7%, up from 19.7% in 2005, and
non-interest expenses were 10% higher in
2006, principally reflecting increased compensation costs associated with higher revenues and
growth in FA headcount. Refer to Note 1 to the Consolidated Financial Statements for further
detail on the one-time compensation expenses. See Exhibits 99.4
and 99.5 for
a reconciliation of non-GAAP measures.
GWMs net inflows of client assets into annuitized-revenue products were $48 billion in 2006, up
19% from 2005. Assets in annuitized-revenue products finished the year at $613 billion, up 16% from
2005, driven by both market appreciation and net inflows. Total net new money was $61 billion in
2006, up 15% from 2005, and total client assets ended the year at a record $1.6 trillion.
Global Private Client
GPC
generated net revenues of $11.3 billion in 2006, up 12% from the prior year, as revenues
increased in nearly every major revenue category. GPCs net
revenues were $10.1 billion in 2005, up
9% from the prior year. Both 2006 and 2005 increases in net revenues were due to higher asset
values and strong annuitized net asset inflows that led to increased fee-based revenues, which were
supplemented by higher net interest profit.
In 2006, GPC added a net of 720 FAs, driven by continued low turnover of current FAs and
recruitment of new FAs. We improved our FA recruiting performance relative to nearly all major
competitors in 2006, adding FAs at a faster pace outside the United States than in the United
States.
Fee-based Revenues
Fee-based revenues are primarily comprised of portfolio service fees that are derived from accounts
that charge an annual fee based on net asset value (generally billed in advance quarterly based on
prior quarter asset values), such as Merrill Lynch Consults® (a separately managed
account product) and Unlimited Advantage® (a fee-based brokerage account). Fee-based
revenues also include fees from insurance products, taxable and tax-exempt money market funds, and
alternative investment products, as well as fixed annual account fees and other account-related
fees, and commissions related to distribution fees on mutual funds.
GPC
generated $5.5 billion of fee-based revenues in 2006, up 16% from 2005. This increase reflected
both increased asset values and continued strong net inflows of client assets into
annuitized-revenue products. In 2005, fee-based revenues totaled
$4.7 billion, up 10% from 2004,
reflecting growth in client assets due to higher market valuations and annuitized net asset
inflows. This asset growth resulted in higher portfolio service fees and increased distribution
fees related to mutual fund sales.
The value of assets in client accounts at year-end 2006, 2005 and 2004 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in billions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Assets in client accounts |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
$ |
1,483 |
|
|
$ |
1,341 |
|
|
$ |
1,244 |
|
Non-U.S. |
|
|
136 |
|
|
|
117 |
|
|
|
115 |
|
|
Total |
|
$ |
1,619 |
|
|
$ |
1,458 |
|
|
$ |
1,359 |
|
|
Transactional and Origination Revenues
Transactional and origination revenues include certain commission revenues, such as those that
arise from agency transactions in listed and OTC equity securities, insurance products, and mutual
funds. These revenues also include principal transactions revenues which primarily represent
bid-offer revenues on government bonds and municipal securities, as well as new issue revenues
which include selling concessions on newly issued debt and equity securities, including shares of
closed-end funds.
Transactional
and origination revenues were $3.4 billion in 2006, up 4% from the prior year with
increases in both transaction-related revenues and origination revenues. In 2005, transactional and
origination revenues totaled $3.3 billion, relatively unchanged from 2004 as a marginal increase
in transaction-related revenues was offset by lower origination revenues.
Net Interest Profit and Related Hedges
Net interest profit (interest revenues less interest expenses) and related hedges includes GPCs
allocation of the interest spread earned in Merrill Lynchs banks for deposits, as well as interest
earned, net of provisions for loan losses, on margin, small- and middle-market business and other
loans, corporate funding allocations, and the interest component of non-qualifying derivatives.
GPCs net interest profit and related hedges were $2.1 billion in 2006, up 19% from 2005. GPCs net
interest profit and related hedges were $1.8 billion in 2005, up
41% from 2004. Both 2006 and 2005
increases primarily reflected higher margins on deposits resulting from rising short-term interest
rates and lower provisions for loan losses associated with the small- and middle-market business
loan portfolio.
18
Other Revenues
GPCs
other revenues were $301 million in 2006, down 3% in 2005, due in part to lower
mortgage-related revenues. Other revenues in 2005 were down 29% from
2004 to $310 million,
reflecting lower mortgage-related revenues which were driven in part by lower variable rate
mortgage originations.
Global Investment Management
GIM includes revenues from the creation and management of hedge fund and other alternative
investment products for clients, as well as our share of net earnings from our
ownership positions in other investment management companies, including BlackRock.
GIMs 2006 revenues of $541 million were up 32% from 2005. GIM revenue growth was driven primarily
by our share of the fourth quarter 2006 after-tax earnings of BlackRock, as well as increased
revenues from the alternative investments business and other ownership positions. GIMs 2005
revenues were up 21% from 2004, due to increased revenues from the alternative investments business
and other ownership positions.
Merrill Lynch Investment Managers
Prior to the BlackRock merger on September 29, 2006 (see Note 2 to the Consolidated Financial
Statements), MLIM was among the worlds largest asset managers with approximately $593 billion of
assets under management at the end of the third quarter of 2006.
2006 Developments
On September 29, 2006, Merrill Lynch merged MLIM with BlackRock in exchange for a total of 65
million common and preferred shares, representing a 45% voting interest and approximately half of
the economic interest of the newly combined BlackRock.
MLIMs Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(dollars in millions) |
|
2006(1) |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
MLIM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management fees |
|
$ |
1,560 |
|
|
$ |
1,573 |
|
|
$ |
1,413 |
|
|
|
(1 |
)% |
|
|
11 |
% |
Commissions |
|
|
83 |
|
|
|
105 |
|
|
|
116 |
|
|
|
(21 |
) |
|
|
(9 |
) |
Other revenues |
|
|
257 |
|
|
|
129 |
|
|
|
51 |
|
|
|
99 |
|
|
|
153 |
|
|
Total MLIM net revenues |
|
|
1,900 |
|
|
|
1,807 |
|
|
|
1,580 |
|
|
|
5 |
|
|
|
14 |
|
|
Non-interest expenses before one-time
compensation expenses |
|
|
1,154 |
|
|
|
1,221 |
|
|
|
1,120 |
|
|
|
(5 |
) |
|
|
9 |
|
One-time compensation expenses |
|
|
109 |
|
|
|
|
|
|
|
|
|
|
|
N/M |
|
|
|
N/M |
|
|
Pre-tax earnings from continuing operations |
|
$ |
637 |
|
|
$ |
586 |
|
|
$ |
460 |
|
|
|
9 |
|
|
|
27 |
|
|
Pre-tax
profit margin from continuing operations |
|
|
33.5 |
% |
|
|
32.4 |
% |
|
|
29.1 |
% |
|
|
|
|
|
|
|
|
Total full-time employees |
|
|
|
|
|
|
2,600 |
|
|
|
2,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
N/M = Not Meaningful |
(1) |
|
2006 results include only nine months of operations prior to the BlackRock merger at the end of
the third quarter of 2006. |
MLIM produced record pre-tax earnings for the first nine months of 2006 as the business
generated strong relative investment performance and improved net inflows leading up to the merger
with BlackRock at the end of the third quarter.
MLIMs net revenues for 2006, reflecting only nine months of operations, increased 5% over those
for the full year 2005, to $1.9 billion, driven by strong net sales and asset appreciation. Pre-tax
earnings of $637 million, reflecting only nine months of operations, and pretax profit margin of
33.5% included $109 million in one-time compensation expenses incurred in the first quarter of
2006. Excluding these one-time compensation expenses, pre-tax earnings were $746 million,
increasing 27% over the prior-year, and the pre-tax profit margin was 39.3%, up nearly 7 percentage
points from 32.4% in 2005. Refer to Note 1 to the Consolidated Financial Statements for further
detail on the one-time compensation expenses. See Exhibits 99.4 and 99.5 for a reconciliation of non-GAAP measures.
MLIMs 2005 net revenues were $1.8 billion, up 14% from 2004, due primarily to higher average
long-term asset values as well as increases in performance fees and an improvement in the fee
profile of assets under management. Pre-tax earnings were $586 million, up 27% from 2004, driven
principally by higher net revenues and continued expense discipline as non-compensation expenses
were essentially unchanged from 2004. MLIMs pre-tax profit margin was 32.4% in 2005, up from 29.1%
in 2004.
Asset Management Fees
Asset management fees primarily consisted of fees earned from the management and administration of
retail mutual funds and separately managed accounts for retail investors, as well as institutional
funds such as pension assets. Asset management fees also included performance fees, which are
generated in some cases by separately managed accounts and institutional money management
arrangements.
19 Merrill Lynch 2006 Annual Report
Asset management fees for the first nine months of 2006 were $1.6 billion, down slightly from
the full year revenues in 2005, but up 37% from the first nine months of 2005, driven by strong net
sales and asset appreciation. In 2005, asset management fees were $1.6 billion, up 11% from 2004
due to higher average equity market values and an improvement in the fee profile of assets under
management.
Commissions
Commissions for MLIM principally consisted of distribution fees and contingent deferred sales
charges (CDSC) related to mutual funds. The distribution fees represented revenues earned for
promoting and distributing mutual funds, and the CDSC represented fees earned when a shareholder
redeemed shares prior to the required holding period. Commission revenues were $83 million for the
first nine months of 2006, down 21% from the full year of 2005, but up 5% from the first nine
months of 2005. Commission revenues declined to $105 million in 2005, down 9% from 2004. This 2005
decrease reflected the decline over time in sales of rear-load shares.
Other Revenues
Other revenues primarily included net interest profit, investment gains and losses and revenues
from consolidated investments. Other revenues totaled $257 million for the first nine months of
2006, up from $129 million for the full year of 2005 reflecting increased investment gains from
consolidated investments.
Geographic Information
Our operations are organized into five regions which include: the United States; Europe,
Middle East, and Africa; Pacific Rim; Latin America; and Canada. The following chart depicts our
2006 net revenues by region, including corporate items:
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 vs. |
|
|
2005 vs. |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
Net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe, Middle East, and
Africa (EMEA) |
|
$ |
6,967 |
|
|
$ |
4,770 |
|
|
$ |
3,406 |
|
|
|
46 |
% |
|
|
40 |
% |
Pacific Rim |
|
|
3,691 |
|
|
|
2,680 |
|
|
|
2,367 |
|
|
|
38 |
|
|
|
13 |
|
Latin America |
|
|
1,020 |
|
|
|
839 |
|
|
|
656 |
|
|
|
22 |
|
|
|
28 |
|
Canada |
|
|
378 |
|
|
|
229 |
|
|
|
251 |
|
|
|
65 |
|
|
|
(9 |
) |
|
Total Non-U.S. |
|
|
12,056 |
|
|
|
8,518 |
|
|
|
6,680 |
|
|
|
42 |
|
|
|
28 |
|
United States(1) |
|
|
22,337 |
|
|
|
17,191 |
|
|
|
15,139 |
|
|
|
30 |
|
|
|
14 |
|
|
Total |
|
$ |
34,393 |
|
|
$ |
25,709 |
|
|
$ |
21,819 |
|
|
|
34 |
|
|
|
18 |
|
|
|
|
|
(1) |
|
2006 revenues include a gain of
approximately $2.0 billion, resulting from the closing of the BlackRock merger. |
Non-U.S. net revenues for 2006 increased to a record $12.1 billion, up 42% from 2005.
Non-U.S. net revenues represented 35% of our 2006 total net revenues, compared to 33% in 2005.
Excluding the gain of approximately $2.0 billion resulting from the closing of the BlackRock
merger, non-U.S. net revenues would have represented 37% of our 2006 total net revenues. The 2006
growth of non-U.S. net revenues was due to our rapidly expanding international operations,
especially in EMEA and the Pacific Rim regions. While we experienced growth of non-U.S. net
revenues across all businesses in 2006, the most significant increases were from our Global Markets
and Investment Banking businesses. For GMI, non-U.S. net revenues represented 52% of total GMI net
revenues in 2006, up from 48% in 2005. For GWM, non-U.S. net revenues represented 11% of total GWM
net revenues in both 2006 and 2005.
Net revenues in EMEA were $7.0 billion in 2006, an increase of 46% from 2005. These results were
spread across multiple products and businesses mainly within Global Markets and Investments
Banking. In Global Markets, we had strong growth in our FICC business, mainly reflecting higher
revenues from commodities, credit related products and structured finance products, while Equity
Markets strong results reflected increases from equity-linked products, private equity investments
and increases from cash and proprietary trading activities. Investment Banking benefited from
higher revenues from both debt and equity origination fees, as well as higher revenues from our
strategic advisory services. Net revenues were $4.8 billion in 2005, up 40% from 2004. This
increase resulted from higher revenues in FICC primarily associated with commodities, interest rate
products and structured finance products, and higher revenues in Equity Markets primarily due to
increases from equity-linked trading, private equity investments and cash trading. Increased
revenues from Investment Banking activities mainly reflected higher revenues from our strategic
advisory services.
Net revenues in the Pacific Rim were $3.7 billion in 2006, an increase of 38% from 2005. These
results reflected increases across multiple businesses and products mainly within GMI. In Global
Markets, the growth experienced in FICC primarily related to higher revenues in real estate and
interest rate products, while Equity Markets increased revenues were driven by cash trading and
private equity investments. Investment Banking benefited from higher revenues in both debt and
equity originations. Net revenues were $2.7 billion in 2005, an increase of 13% from 2004, mainly
due to growth in Equity Markets reflecting higher revenues from cash and equity-linked trading.
Net revenues in Latin America increased 22% in 2006, primarily reflecting strong results in both
our GMI and GWM businesses.
Net revenues in Canada increased 65% in 2006, due to strong results in our GMI businesses.
20
The following chart illustrates U.S. and non-U.S. net revenues as a percentage of total net
revenues.
|
|
|
(1) |
|
Excludes the net gain of approximately $2.0 billion resulting from the closing of the
BlackRock merger.
|
For further geographic information, including our earnings by region and the methodology used
in preparing this data, refer to Note 3 to the Consolidated Financial Statements.
Consolidated Balance Sheets
Overview
We continuously monitor and evaluate the size and composition of the Consolidated Balance
Sheets. The following table summarizes the year-end and average balance sheets for 2006 and 2005:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in billions) |
|
Dec. 29, 2006 |
|
|
2006 Average(1) |
|
|
Dec. 30, 2005 |
|
|
2005 Average(1) |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading-Related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities financing assets |
|
$ |
321.9 |
|
|
$ |
362.1 |
|
|
$ |
272.3 |
|
|
$ |
268.3 |
|
Trading assets |
|
|
203.8 |
|
|
|
193.9 |
|
|
|
148.7 |
|
|
|
182.9 |
|
Other trading-related receivables |
|
|
71.7 |
|
|
|
69.5 |
|
|
|
54.3 |
|
|
|
60.9 |
|
|
|
|
|
597.4 |
|
|
|
625.5 |
|
|
|
475.3 |
|
|
|
512.1 |
|
|
Non-Trading-Related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
45.6 |
|
|
|
37.8 |
|
|
|
26.5 |
|
|
|
38.7 |
|
Investment securities |
|
|
83.4 |
|
|
|
70.8 |
|
|
|
69.3 |
|
|
|
71.2 |
|
Loans, notes, and mortgages, net |
|
|
73.0 |
|
|
|
71.0 |
|
|
|
66.0 |
|
|
|
60.6 |
|
Other non-trading assets |
|
|
41.9 |
|
|
|
43.0 |
|
|
|
43.9 |
|
|
|
47.8 |
|
|
|
|
|
243.9 |
|
|
|
222.6 |
|
|
|
205.7 |
|
|
|
218.3 |
|
|
Total assets |
|
$ |
841.3 |
|
|
$ |
848.1 |
|
|
$ |
681.0 |
|
|
$ |
730.4 |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trading-Related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities financing liabilities |
|
$ |
291.0 |
|
|
$ |
332.7 |
|
|
$ |
229.2 |
|
|
$ |
265.2 |
|
Trading liabilities |
|
|
98.9 |
|
|
|
117.9 |
|
|
|
88.9 |
|
|
|
105.7 |
|
Other trading-related payables |
|
|
75.6 |
|
|
|
80.2 |
|
|
|
56.9 |
|
|
|
63.8 |
|
|
|
|
|
465.5 |
|
|
|
530.8 |
|
|
|
375.0 |
|
|
|
434.7 |
|
|
Non-Trading-Related |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
|
18.1 |
|
|
|
17.1 |
|
|
|
9.0 |
|
|
|
13.9 |
|
Deposits |
|
|
84.1 |
|
|
|
81.1 |
|
|
|
80.0 |
|
|
|
79.2 |
|
Long-term borrowings |
|
|
181.4 |
|
|
|
141.3 |
|
|
|
132.4 |
|
|
|
122.4 |
|
Junior subordinated notes (related to
trust preferred securities) |
|
|
3.8 |
|
|
|
3.1 |
|
|
|
3.1 |
|
|
|
3.1 |
|
Other non-trading liabilities |
|
|
49.4 |
|
|
|
37.3 |
|
|
|
45.9 |
|
|
|
43.9 |
|
|
|
|
|
336.8 |
|
|
|
279.9 |
|
|
|
270.4 |
|
|
|
262.5 |
|
|
Total liabilities |
|
|
802.3 |
|
|
|
810.7 |
|
|
|
645.4 |
|
|
|
697.2 |
|
|
Total stockholders equity |
|
|
39.0 |
|
|
|
37.4 |
|
|
|
35.6 |
|
|
|
33.2 |
|
|
Total liabilities and stockholders equity |
|
$ |
841.3 |
|
|
$ |
848.1 |
|
|
$ |
681.0 |
|
|
$ |
730.4 |
|
|
|
|
|
(1) |
|
Averages represent our daily balance sheet estimates, which may not fully reflect netting
and other adjustments included in period-end balances. Balances for certain assets and liabilities
are not updated on a daily basis.
|
The discussion that follows analyzes the changes in year-end financial statement balances and
yearly average balances of the major asset and liability categories.
21 Merrill Lynch 2006 Annual Report
Trading-Related Assets and Liabilities
Trading-related balances primarily consist of securities financing transactions, trading
assets and liabilities, and certain interest receivable/payable balances that result from trading
activities. At December 29, 2006, total trading-related assets and liabilities were $597.4 billion
and $465.5 billion, respectively. Average trading-related assets and liabilities for 2006 were
$625.5 billion and $530.8 billion, respectively.
The increases in trading-related assets and liabilities in 2006 primarily reflect higher levels of
securities financing activity, which includes increased client matched-book transactions. We
continued to expand our prime brokerage businesses during the year, which resulted in increases in
securities financing transactions and other trading-related receivables.
Although trading-related balances comprise a significant portion of the Consolidated Balance
Sheets, the magnitude of these balances does not necessarily result in an increase in risk. The
market and credit risks associated with trading-related balances are mitigated through various
hedging strategies, as discussed in the following section. See Note 6 to the Consolidated Financial
Statements for descriptions of market and credit risks.
We reduce a significant portion of the credit risk associated with trading-related assets by
requiring counterparties to post cash or securities as collateral in accordance with collateral
maintenance policies. Conversely, we may be required to post cash or securities to counterparties
in accordance with similar policies.
Securities Financing Transactions
Securities financing transactions include resale and repurchase agreements, securities
borrowed and loaned transactions, securities received as collateral, and obligations to return
securities received as collateral. Repurchase agreements and, to a lesser extent, securities loaned
transactions are used to fund a portion of trading assets. Likewise, we use resale agreements and
securities borrowed transactions to obtain the securities needed for delivery on short positions.
These transactions are typically short-term in nature, with a significant portion entered into on
an overnight or open basis.
We also enter into matched-book transactions to meet clients needs. These matched-book repurchase
and resale agreements or securities borrowed and loaned transactions are entered into with
different clients using the same underlying securities, generating a spread between the interest
revenue on the resale agreements or securities borrowed transactions and the interest expense on
the repurchase agreements or securities loaned transactions. Our exposures on these transactions
are limited by collateral maintenance policies and the typically short-term nature of the
transactions.
Securities financing assets at year-end 2006 were $321.9 billion, up 18% from 2005 year-end, and
securities financing liabilities were $291.0 billion at 2006 year-end, up 27% from year-end 2005.
Average securities financing assets in 2006 were $362.1 billion, up 35% from the 2005 average.
Average securities financing liabilities in 2006 were $332.7 billion, up 25% from the 2005 average.
Trading Assets and Liabilities
Trading inventory principally represents securities purchased (long positions), securities
sold but not yet purchased (short positions), the fair value of derivative contracts, and
commodities and related contracts. See Note 1 to the Consolidated Financial Statements for related
accounting policies. These positions primarily arise from market-making, hedging, and proprietary
activities.
We act as a market maker in a wide range of securities, resulting in a significant amount of
trading inventory that is required to facilitate client transaction flow. We also maintain
inventory for our proprietary trading activities, where we seek to profit from existing or
projected market opportunities.
We use both cash instruments (e.g., securities) and derivatives to manage trading inventory
market risks. As a result of these economic hedging techniques, a significant portion of our
trading assets and liabilities represents hedges of other trading positions. We may use long
positions in U.S. Government securities, for example, to hedge our short positions in interest rate
futures contracts. These hedging techniques, which are generally initiated at the trading unit
level, are supplemented by corporate risk management policies and procedures (see the Risk
Management section for a description of risk management policies and procedures).
Trading assets at year-end 2006 were $203.8 billion, up 37% from 2005, and trading liabilities at
year-end 2006 were $98.9 billion, up 11% from 2005. Average trading assets in 2006 were $193.9
billion, up 6% from the 2005 average. Average trading liabilities in 2006 were $117.9 billion, up
12% from the 2005 average.
Other Trading-Related Receivables and Payables
Securities trading may lead to various customer or broker-dealer receivable and payable
balances. Broker-dealer receivable and payable balances may also result from recording trading
inventory on a trade date basis. Certain receivable and payable balances also arise when customers
or broker-dealers fail to pay for securities purchased or fail to deliver securities sold,
respectively. These receivables are generally collateralized by the securities that the customer or
broker-dealer purchased but did not receive. Customer receivables also include certain commodities
transactions, margin loans and similar loan arrangements collateralized by customer-owned
securities that we hold. Collateral
22
policies significantly limit our credit exposure to customers and broker-dealers. In
accordance with regulatory requirements, we will sell securities that have not been paid for, or
purchase securities sold but not delivered, after a relatively short period of time, or will
require additional margin collateral, as necessary. These measures reduce market risk exposure
related to these balances.
Interest receivable and payable balances related to trading inventory are principally short-term in
nature. We consider interest balances for resale and repurchase agreements and securities borrowed
and loaned transactions when determining the collateral requirements related to these transactions.
Other trading-related receivables at year-end 2006 were $71.7 billion, up 32% from 2005, and other
trading-related payables were $75.6 billion at year-end 2006, up 33% from 2005. Average other
trading-related receivables in 2006 were $69.5 billion, up 14% from the 2005 average. Average other
trading-related payables were $80.2 billion in 2006, up 26% from the 2005 average.
Non-Trading-Related Assets and Liabilities
Non-trading-related balances primarily consist of cash; investment securities; loans, notes,
and mortgages; short- and long-term borrowings; and other non-trading assets and liabilities. At
December 29, 2006, total non-trading-related assets and liabilities were $243.9 billion and $336.8
billion, respectively. Average non-trading-related assets for 2006 were $222.6 billion, and average
non-trading-related liabilities were $279.9 billion.
Cash
Cash includes cash, cash equivalents and cash and securities segregated for regulatory
purposes or deposited with clearing organizations. Cash at year-end 2006 was $45.6 billion, up 72%
from 2005. Average cash in 2006 was $37.8 billion, down 2% from the 2005 average.
Investment Securities
Investment securities principally consist of debt securities, including those that we hold
for investment and liquidity and collateral management purposes; equity securities; and private
equity investments, including investments in partnerships and joint ventures.
Investment securities were $83.4 billion at year-end 2006, up 20% from 2005. Average investment
securities were $70.8 billion in 2006, down 1% from the 2005 average. See Note 5 to the
Consolidated Financial Statements for further information.
Loans, Notes, and Mortgages, net
Our portfolio of loans, notes, and mortgages includes corporate and institutional loans,
residential and commercial mortgages, asset-based loans and other loans to individuals and other
businesses. We maintain collateral to mitigate risk of loss in the event of default on some of
these extensions of credit in the form of securities, liens on real estate, perfected security
interests in other assets of the borrower or other loan parties, and guarantees. We also
economically hedge portions of the credit risk in certain commercial loans by purchasing credit
default swaps. Loans, notes, and mortgages were $73.0 billion at year-end 2006, up 11% from 2005 as
a result of strong market demand driven by favorable borrower fundamentals and business growth.
Average loans, notes, and mortgages in 2006 were $71.0 billion, up 17% from the 2005 average. These
amounts do not include loans held for trading purposes, which are included in trading assets. See
Note 8 to the Consolidated Financial Statements for additional information.
Borrowings and Deposits
Portions of trading and non-trading assets are funded through short- and long-term borrowings
and deposits. See the Capital and Funding section for further information on funding sources.
Our short-term borrowings were $18.1 billion at 2006 year-end, up from $9.0 billion at the end of
2005. This increase in short-term borrowings was driven primarily by a $4.7 billion increase in our
secured short-term borrowings and a $2.9 billion increase in commercial paper. A portion of our
short-term borrowings are secured under a master note lending program, and these notes are similar
in nature to other collateralized financing sources such as securities sold under agreements to
repurchase. The average short-term borrowings balance in 2006 was $17.1 billion, up 23% from the
2005 average. See Note 9 to the Consolidated Financial Statements for additional information.
Long-term borrowings, excluding junior subordinated notes (related to trust preferred securities),
were $181.4 billion at year-end 2006, up 37% from year-end 2005 to support business growth. Average
long-term borrowings, excluding junior subordinated notes (related to trust preferred securities),
in 2006 were $141.3 billion, up 15% from the 2005 average. Junior subordinated notes (related to
trust preferred securities) were $3.8 billion at year-end 2006, up from $3.1 billion at year-end
2005. For capital management purposes, we view trust preferred securities as a component of equity
capital, although the junior subordinated notes (related to trust preferred securities) are
recorded as a liability for accounting purposes. Deposits were $84.1 billion at year-end 2006, up
5% from 2005. Average deposits in 2006 were $81.1 billion, up 2% from the 2005 average.
Other Non-Trading Assets and Liabilities
Other non-trading assets, which include separate accounts assets, equipment and facilities,
goodwill and other intangible assets, other non-interest receivables ($17.8 billion in 2006 and
$14.0 billion in 2005) and other assets, were $41.9 billion at year-end 2006, down 4% from
23 Merrill Lynch 2006 Annual Report
2005. Average other non-trading assets in 2006 were $43.0 billion, down 10% from the 2005
average. Separate accounts assets are related to our insurance businesses and represent segregated
funds that are invested for certain policyholders and other customers. The assets of each account
are legally segregated and are generally not subject to claims that arise from any of our other
businesses.
Other non-trading liabilities, which include liabilities of insurance subsidiaries, separate
accounts liabilities, and other non-interest payables ($34.3 billion in 2006 and $26.8 billion in
2005), were $49.4 billion at year-end 2006, up 7% from 2005. Average other non-trading liabilities
were $37.3 billion in 2006, down 15% from the 2005 average. Separate accounts liabilities represent
our obligations to our customers related to separate accounts assets.
Stockholders Equity
Stockholders equity at December 29, 2006 was $39.0 billion, up 10% from December 30, 2005.
This increase primarily resulted from net earnings, preferred stock issuances and the net effect of
employee stock transactions, partially offset by common stock repurchases and dividends.
At December 29, 2006, total common shares outstanding, excluding shares exchangeable into common
stock, were 864.7 million, 6% lower than the 915.6 million shares outstanding at December 30, 2005.
The decrease reflected common stock repurchases, partially offset by shares issued to employees.
Total shares exchangeable into common stock at year-end 2006 were 2.7 million, essentially
unchanged from year-end 2005. For additional information, see Note 11 to the Consolidated Financial
Statements.
Off-Balance Sheet Arrangements
As a part of our normal operations, we enter into various off-balance sheet arrangements that
may require future payments. The table below outlines our significant off-balance sheet
arrangements, as well as the future expiration as of December 29, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration |
(dollars in millions) |
|
Total |
|
|
Less than 1 Year |
|
|
13 Years |
|
|
3+5 Years |
|
|
Over 5 Years |
|
|
Liquidity and default facilities with SPEs(1)
|
|
$ |
49,180 |
|
|
$ |
46,688 |
|
|
$ |
2,231 |
|
|
$ |
97 |
|
|
$ |
164 |
|
Residual value guarantees(2)
|
|
|
990 |
|
|
|
46 |
|
|
|
414 |
|
|
|
123 |
|
|
|
407 |
|
Standby letters of credit and other guarantees(3)
|
|
|
4,333 |
|
|
|
1,576 |
|
|
|
593 |
|
|
|
1,812 |
|
|
|
352 |
|
|
|
|
|
(1) |
|
Amounts relate primarily to liquidity facilities and credit default protection provided to
municipal bond securitization SPEs and asset-backed commercial paper conduits that we sponsor. |
(2) |
|
Includes residual value guarantees associated with the Hopewell campus and aircraft leases of
$322 million. |
(3) |
|
Includes $66 million of reimbursement agreements with the Mortgage 100SM program,
guarantees related to principal-protected mutual funds, and certain indemnifications related to
foreign tax planning strategies. |
We provide guarantees to Special Purpose Entities (SPEs) in the form of liquidity
facilities, credit default protection and residual value guarantees for equipment leasing entities.
The liquidity facilities and credit default protection relate primarily to municipal bond
securitization SPEs and asset-backed commercial paper conduits. To protect against declines in
value of the assets held by the SPEs for which we provide either liquidity facilities or default
protection, we generally economically hedge our exposure through derivative positions that
principally offset the risk of loss of these guarantees. The residual value guarantees are
primarily related to leasing SPEs where either we or a third-party is the lessee. We also make
guarantees to counterparties in the form of standby letters of credit and reimbursement agreements
issued in conjunction with sales of loans originated under our Mortgage 100SM program.
At December 29, 2006, we held $539 million of marketable securities as collateral to secure these
guarantees. In conjunction with certain principal-protected mutual funds, we guarantee the return
of the initial principal investment at the termination date of the fund. We also provide
indemnifications related to the U.S. tax treatment of certain foreign tax planning transactions.
The maximum exposure to loss associated with these transactions is $165 million; however, we
believe that the likelihood of loss with respect to these arrangements is remote.
The amounts in the preceding table show the maximum future cash flow requirements and therefore do
not represent expected future cash flow requirements. Refer to Note 7 and Note 12 to the
Consolidated Financial Statements for a further discussion of these arrangements.
Contractual Obligations and Commitments
Contractual Obligations
In the normal course of business, we enter into various contractual obligations that may
require future cash payments. The table below summarizes our contractual obligations by remaining
maturity at December 29, 2006. Excluded from this table are obligations recorded on the
Consolidated Balance Sheets that are: (i) generally short-term in nature, including securities
financing transactions, trading liabilities, including contractual agreements, short-term
borrowings and other payables; (ii) deposits; (iii) obligations that are related to our insurance
subsidiaries, including liabilities of insurance subsidiaries, which are subject to significant
variability; and (iv) separate accounts liabilities, which fund separate accounts assets.
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration |
|
(dollars in millions) |
|
Total |
|
|
Less than 1 Year |
|
|
13 Years |
|
|
3+5 Years |
|
|
Over 5 Years |
|
|
Long-term borrowings |
|
$ |
181,400 |
|
|
$ |
38,180 |
|
|
$ |
61,209 |
|
|
$ |
38,656 |
|
|
$ |
43,355 |
|
Purchasing and other commitments |
|
|
14,439 |
|
|
|
10,597 |
|
|
|
1,224 |
|
|
|
566 |
|
|
|
2,052 |
|
Junior subordinated notes (related to
trust preferred securities) |
|
|
3,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,813 |
|
Operating lease commitments |
|
|
3,275 |
|
|
|
567 |
|
|
|
1,067 |
|
|
|
850 |
|
|
|
791 |
|
|
We issue U.S. and non-U.S. dollar-denominated long-term borrowings with both variable and
fixed interest rates, as part of our overall funding strategy. For further information on funding
and long-term borrowings, see the Capital and Funding section and Note 9 to the Consolidated
Financial Statements. In the normal course of business, we enter into various noncancellable
long-term operating lease agreements, various purchasing commitments, commitments to extend credit
and other commitments. For detailed information regarding these commitments, see Note 12 to the
Consolidated Financial Statements.
Commitments
At December 29, 2006, our commitments had the following expirations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expiration |
|
(dollars in millions) |
|
Total |
|
|
Less than 1 Year |
|
|
13 Years |
|
|
3+5 Years |
|
|
Over 5 Years |
|
|
Commitments to extend credit |
|
$ |
96,370 |
|
|
$ |
52,728 |
|
|
$ |
11,561 |
|
|
$ |
22,580 |
|
|
$ |
9,501 |
|
Commitments to enter into
resale agreements |
|
|
10,304 |
|
|
|
10,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For further information regarding these commitments, see Note 12 to the Consolidated
Financial Statements.
Capital and Funding
The primary objectives of our capital management and funding strategies are as follows:
§ |
|
Maintain sufficient long-term capital to support the execution of our business strategies and to achieve our financial performance objectives; |
|
§ |
|
Ensure liquidity across market cycles and through periods of financial stress; and |
|
§ |
|
Comply with regulatory capital requirements. |
Long-Term Capital
Our long-term capital sources include equity capital, long-term borrowings and certain
deposits in bank subsidiaries that we consider to be long-term or stable in nature.
At December 29, 2006 and December 30, 2005, total long-term capital consisted of the following:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Common equity |
|
$ |
35,893 |
|
|
$ |
32,927 |
|
Preferred stock |
|
|
3,145 |
|
|
|
2,673 |
|
Trust preferred securities(1) |
|
|
3,323 |
|
|
|
2,544 |
|
|
Equity capital |
|
|
42,361 |
|
|
|
38,144 |
|
Subordinated long-term borrowings |
|
|
6,429 |
|
|
|
|
|
Senior long-term borrowings(2) |
|
|
120,122 |
|
|
|
96,361 |
|
Deposits(3) |
|
|
71,204 |
|
|
|
70,271 |
|
|
Total long-term capital |
|
$ |
240,116 |
|
|
$ |
204,776 |
|
|
|
|
|
(1) |
|
Represents junior subordinated notes (related to trust preferred securities), net of
related investments. The related investments are reported as investment securities and were $490
million at December 29, 2006 and $548 million at December 30, 2005. |
(2) |
|
Excludes junior subordinated notes, (related to trust preferred securities), the current
portion of long-term borrowings and the long-term portion of other subsidiary financing that is
non-recourse to or not guaranteed by ML & Co. Borrowings that mature in more than one year, but
contain provisions whereby the holder has the option to redeem the obligations within one year, are
reflected as current portion of long-term borrowings and are not included in long-term capital. |
(3) |
|
Includes $59,341 million and $11,863 million of deposits in U.S. and non-U.S. banking
subsidiaries, respectively, in 2006, and $60,575 million and $9,696 million of deposits,
respectively, in 2005 that we consider to be long-term based on our liquidity models. |
At December 29, 2006, our long-term capital sources of $240.1 billion exceeded our estimated
long-term capital requirements. See Liquidity Risk in the Risk Management Section for additional
information.
25 Merrill Lynch 2006 Annual Report
Equity Capital
At December 29, 2006, equity capital, as defined by Merrill Lynch, was $42.4 billion and
comprised of $35.9 billion of common equity, $3.1 billion of preferred stock, and $3.3 billion of
trust preferred securities. We define equity capital more broadly than stockholders equity under
U.S. generally accepted accounting principles, as we include other capital instruments with
equity-like characteristics such as trust preferred securities. We view trust preferred securities
as equity capital because they are either perpetual or have maturities of at least 60 years at
issuance. These trust preferred securities represent junior subordinated notes, net of related
investments. Junior subordinated notes (related to trust preferred securities) are reported on the
Consolidated Balance Sheets as a liability for accounting purposes. The related investments are
reported as investment securities on the Consolidated Balance Sheets.
We regularly assess the adequacy of our equity capital base relative to the estimated risks and
needs of our businesses, the regulatory and legal capital requirements of our subsidiaries,
standards required by the CSE rules and considerations of rating agencies. Refer to Note 16 to the
Consolidated Financial Statements for additional information on regulatory requirements. We also
assess the impact of our capital structure on financial performance metrics.
We developed economic capital models to determine the amount of equity capital we need to cover
potential losses arising from market, credit and operational risks. We developed these statistical
risk models in conjunction with our risk management practices, and they allow us to attribute an
amount of equity to each of our businesses that reflects the risks of that business, both on- and
off-balance sheet. We review regularly and refine periodically models and other tools used to
estimate risks, as well as the assumptions used in those models and tools to provide a reasonable
and conservative assessment of our risks across a stressed market cycle. We also assess the need
for equity capital to support risks that may not be adequately measured through these risk models.
When we deem prudent, we purchase insurance to protect against certain risks.
In addition, we consider how much equity capital we may need to support normal business growth and
strategic initiatives. In the event that we generate common equity capital beyond our estimated
needs, we seek to return that capital to shareholders through share repurchases and dividends,
considering the impact on our financial performance metrics.
The major components of the changes in equity capital for 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Beginning of year |
|
$ |
38,144 |
|
|
$ |
33,914 |
|
Net earnings |
|
|
7,499 |
|
|
|
5,116 |
|
Issuance of preferred stock, net of repurchases and re-issuances |
|
|
472 |
|
|
|
2,043 |
|
Issuance of trust preferred securities, net of redemptions and related investments |
|
|
779 |
|
|
|
|
|
Common and preferred stock dividends |
|
|
(1,106 |
) |
|
|
(777 |
) |
Common stock repurchases |
|
|
(9,088 |
) |
|
|
(3,700 |
) |
Net effect of employee stock transactions and other(1) |
|
|
5,661 |
|
|
|
1,548 |
|
|
End of year |
|
$ |
42,361 |
|
|
$ |
38,144 |
|
|
|
|
|
(1) |
|
Includes the impact of our adoption of SFAS No. 123R and related policy modifications
to previous stock awards, as well as accumulated other comprehensive loss and other items. |
Our equity capital of $42.4 billion at December 29, 2006 increased $4.2 billion, or 11%, from
December 30, 2005. Equity capital increased in 2006 primarily through net earnings, issuance of
preferred stock and trust preferred securities and the net effect of employee stock transactions,
including the impact of our adoption of SFAS No. 123R and related policy modifications to previous
stock awards. The equity capital increase was partially offset by common stock repurchases,
dividends and the redemption of trust preferred securities.
During 2006 and 2005, we issued $360 million and $2.2 billion face value, respectively, of floating
and fixed rate, non-cumulative, perpetual preferred stock. Refer to Note 11 to the Consolidated
Financial Statements for additional information.
On December 14, 2006, Merrill Lynch Capital Trust I issued $1,050 million of 6.45% trust preferred
securities. On December 29, 2006, Merrill Lynch Preferred Capital Trust I redeemed all of the
outstanding $275 million of 7.75% trust preferred securities. Refer to Note 9 to the Consolidated
Financial Statements for additional information.
On January 18, 2006, the Board of Directors declared a 25% increase in the regular quarterly
dividend to 25 cents per common share. On January 17, 2007, the Board of Directors declared an
additional 40% increase in the regular quarterly dividend to 35 cents per common share.
In 2005 and 2006, the Board of Directors authorized three share repurchase programs to provide
greater flexibility to return capital to shareholders. For the year ended December 30, 2005, we
repurchased a total of 63.1 million shares of common stock at a cost of $3.7 billion. For the year
ended December 29, 2006, we repurchased a total of 116.6 million shares of common stock at a cost
of $9.1 billion. At December 29, 2006, we had $3.2 billion of authorized repurchase capacity
remaining from the $5 billion repurchase program authorized in October 2006. At December 29, 2006,
we had completed all other previously authorized share repurchase programs.
26
The table below sets forth the information with respect to purchases made by or on behalf of
us or any affiliated purchaser of our common stock during the year ended December 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions, except per share amounts) |
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
|
Value of Shares |
|
|
|
Total Number |
|
|
Average |
|
|
as Part of Publicly |
|
|
that May Yet be |
|
|
|
of Shares |
|
|
Price Paid |
|
|
Announced |
|
|
Purchased Under |
|
Period |
|
Purchased |
|
|
per Share |
|
|
Program |
(1) |
|
the Program |
|
|
First Quarter 2006 (Dec. 31, 2005 Mar. 31, 2006) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
25,800,000 |
|
|
$ |
76.55 |
|
|
|
25,800,000 |
|
|
$ |
5,356 |
|
Employee Transactions(2) |
|
|
1,129,779 |
|
|
|
74.77 |
|
|
|
N/A |
|
|
|
N/A |
|
|
Second Quarter 2006 (Apr. 1 Jun. 30) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
41,405,976 |
|
|
$ |
73.26 |
|
|
|
41,405,976 |
|
|
$ |
2,323 |
|
Employee Transactions(2) |
|
|
1,062,468 |
|
|
|
72.02 |
|
|
|
N/A |
|
|
|
N/A |
|
|
Third Quarter 2006 (Jul. 1 Sep. 29) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
18,346,200 |
|
|
$ |
71.56 |
|
|
|
18,346,200 |
|
|
$ |
1,010 |
|
Employee Transactions(2) |
|
|
996,470 |
|
|
|
75.17 |
|
|
|
N/A |
|
|
|
N/A |
|
|
Month #10 (Sep. 30 Nov. 3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
8,036,600 |
|
|
$ |
85.87 |
|
|
|
8,036,600 |
|
|
$ |
5,320 |
|
Employee Transactions(2) |
|
|
256,299 |
|
|
|
84.49 |
|
|
|
N/A |
|
|
|
N/A |
|
|
Month #11 (Nov. 4 Dec. 1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
11,719,100 |
|
|
$ |
89.53 |
|
|
|
11,719,100 |
|
|
$ |
4,271 |
|
Employee Transactions(2) |
|
|
196,248 |
|
|
|
89.60 |
|
|
|
N/A |
|
|
|
N/A |
|
|
Month #12 (Dec. 2 Dec. 29) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
11,303,000 |
|
|
$ |
90.92 |
|
|
|
11,303,000 |
|
|
$ |
3,243 |
|
Employee Transactions(2) |
|
|
170,694 |
|
|
|
90.80 |
|
|
|
N/A |
|
|
|
N/A |
|
|
Fourth Quarter 2006 (Sep. 30 Dec. 29) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
31,058,700 |
|
|
$ |
89.09 |
|
|
|
31,058,700 |
|
|
$ |
3,243 |
|
Employee Transactions(2) |
|
|
623,241 |
|
|
|
87.83 |
|
|
|
N/A |
|
|
|
N/A |
|
|
Full Year 2006 (Dec. 31, 2005 Dec. 29, 2006) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Management Program |
|
|
116,610,876 |
|
|
$ |
77.94 |
|
|
|
116,610,876 |
|
|
$ |
3,243 |
|
Employee Transactions(2) |
|
|
3,811,958 |
|
|
|
76.24 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
|
(1) |
|
Share repurchases under the program were made pursuant to open-market purchases, Rule
10b5-1 plans or privately negotiated transactions as market conditions warranted and at prices we
deemed appropriate. |
(2) |
|
Included in the total number of shares purchased are: (i) shares purchased during the period by
participants in the Merrill Lynch 401(k) Savings and Investment Plan
(401(k)) and the Merrill
Lynch Retirement Accumulation Plan (RAP), (ii) shares delivered or attested to in satisfaction of
the exercise price by holders of ML & Co. employee stock options (granted under employee stock
compensation plans) and (iii) Restricted Shares withheld (under the terms of grants under employee
stock compensation plans) to offset tax withholding obligations that occur upon vesting and release
of Restricted Shares. Our employee stock compensation plans provide that the value of the shares
delivered or attested, or withheld, shall be the average of the high and low price of our common
stock (Fair Market Value) on the date the relevant transaction occurs. See Notes 13 and 14 to the
Consolidated Financial Statements for additional information on these plans. |
Balance Sheet Leverage
Assets-to-equity leverage ratios are commonly used to assess a companys capital adequacy. We
believe that a leverage ratio adjusted to exclude certain assets considered to have low risk
profiles and assets in customer accounts financed primarily by customer liabilities provides a more
meaningful measure of balance sheet leverage in the securities industry than an unadjusted ratio.
We calculate adjusted assets by reducing total assets by (1) securities financing transactions and
securities received as collateral less trading liabilities net of contractual agreements and (2)
segregated cash and securities and separate accounts assets.
As leverage ratios are not risk sensitive, we do not rely on them to measure capital adequacy. When
we assess our capital adequacy, we consider more sophisticated measures that capture the risk
profiles of the assets, the impact of hedging, off-balance sheet exposures, operational risk and
other considerations.
27 Merrill Lynch 2006 Annual Report
The following table provides calculations of our leverage ratios at December 29, 2006 and December 30, 2005:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Total assets |
|
$ |
841,299 |
|
|
$ |
681,015 |
|
Less: Receivables under resale agreements |
|
|
178,368 |
|
|
|
163,021 |
|
Receivables under securities borrowed transactions |
|
|
118,610 |
|
|
|
92,484 |
|
Securities received as collateral |
|
|
24,929 |
|
|
|
16,808 |
|
Add: Trading liabilities, at fair value, excluding contractual agreements |
|
|
60,551 |
|
|
|
60,178 |
|
|
Sub-total |
|
|
579,943 |
|
|
|
468,880 |
|
Less: Segregated cash and securities balances |
|
|
13,449 |
|
|
|
11,949 |
|
Separate accounts assets |
|
|
12,314 |
|
|
|
16,185 |
|
|
Adjusted assets |
|
|
554,180 |
|
|
|
440,746 |
|
Less: Goodwill and other intangible assets |
|
|
2,457 |
|
|
|
6,035 |
|
|
Tangible adjusted assets |
|
$ |
551,723 |
|
|
$ |
434,711 |
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
$ |
39,038 |
|
|
$ |
35,600 |
|
Trust preferred securities(1) |
|
|
3,323 |
|
|
|
2,544 |
|
|
Equity capital |
|
$ |
42,361 |
|
|
$ |
38,144 |
|
Tangible equity capital(2) |
|
$ |
39,904 |
|
|
$ |
32,109 |
|
Leverage ratio(3) |
|
|
19.9x |
|
|
|
17.9x |
|
Adjusted leverage ratio(4) |
|
|
13.1x |
|
|
|
11.6x |
|
Tangible adjusted leverage ratio(5) |
|
|
13.8x |
|
|
|
13.5x |
|
|
|
|
|
(1) |
|
Represents junior subordinated notes, net of related investments. The related investments
are reported as investment securities and were $490 million at December 29, 2006 and $548 million
at December 30, 2005. |
(2) |
|
Equity capital less goodwill and other intangible assets. |
(3) |
|
Total assets divided by equity capital. |
(4) |
|
Adjusted assets divided by equity capital. |
(5) |
|
Tangible adjusted assets divided by tangible equity capital. |
Funding
We fund our assets primarily with a mix of secured and unsecured liabilities through a
globally coordinated funding strategy. We fund a portion of our trading assets with secured
liabilities, including repurchase agreements, securities loaned and other short-term secured
borrowings, which are less sensitive to our credit ratings due to the underlying collateral. A
portion of our short-term borrowings are secured under a master note lending program. These notes
are similar in nature to other collateralized financing sources such as securities sold under
agreements to repurchase. Refer to Note 9 to the Consolidated Financial Statements for additional
information regarding our borrowings.
We use unsecured liabilities to fund certain trading assets, as well as other long-dated assets not
funded with equity. Our unsecured liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
December 29, |
|
|
December 30, |
|
(dollars in billions) |
|
2006 |
|
|
2005 |
|
|
Commercial paper |
|
$ |
6.4 |
|
|
$ |
3.4 |
|
Other unsecured short-term borrowings(1) |
|
|
2.0 |
|
|
|
0.5 |
|
Current portion of long-term borrowings(2) |
|
|
37.7 |
|
|
|
21.9 |
|
|
Total unsecured short-term borrowings |
|
|
46.1 |
|
|
|
25.8 |
|
Senior long-term borrowings(3) |
|
|
120.1 |
|
|
|
96.4 |
|
Subordinated long-term borrowings |
|
|
6.4 |
|
|
|
|
|
|
Total unsecured long-term borrowings |
|
|
126.5 |
|
|
|
96.4 |
|
Deposits |
|
|
84.1 |
|
|
|
80.0 |
|
|
|
|
|
(1) |
|
Excludes $9.8 billion and $5.1 billion of secured short-term borrowings at December 29,
2006 and December 30, 2005, respectively; these short-term borrowings are represented under a
master note lending program. |
(2) |
|
Excludes $460 million and $850 million of the current portion of other subsidiary financing
that is non-recourse or not guaranteed by ML & Co. at December 29, 2006 and December 30, 2005,
respectively. |
(3) |
|
Excludes junior subordinated notes (related to trust preferred securities), current portion of
long-term borrowings, and the long-term portion of other subsidiary financing that is non-recourse
or not guaranteed by ML & Co. |
Our primary funding objectives are maintaining sufficient funding sources to support our
existing business activities and future growth while ensuring that we have liquidity across market
cycles and through periods of financial stress. To achieve our objectives, we have established a
set of funding strategies that are described below:
§ |
|
Diversify funding sources; |
|
§ |
|
Maintain sufficient long-term borrowings; |
|
§ |
|
Concentrate unsecured funding at ML & Co.; |
|
§ |
|
Use deposits as a source of funding; and |
|
§ |
|
Adhere to prudent governance principles. |
28
Diversification of Funding Sources
We strive to diversify and expand our funding globally across programs, markets, currencies
and investor bases. We issue debt through syndicated U.S. registered offerings, U.S. registered and
144A medium-term note programs, non-U.S. medium-term note programs, non-U.S. private placements,
U.S. and non-U.S. commercial paper and through other methods. We distribute a significant portion
of our debt offerings through our retail and institutional sales forces to a large, diversified
global investor base. Maintaining relationships with our investors is an important aspect of our
funding strategy. We also make markets in our debt instruments to provide liquidity for investors.
At December 29, 2006 and December 30, 2005, our total short- and long-term borrowings were issued
in the following currencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(USD equivalent in millions) |
|
2006 |
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
USD |
|
$ |
120,852 |
|
|
|
61 |
% |
|
$ |
88,073 |
|
|
|
62 |
% |
EUR |
|
|
43,323 |
|
|
|
22 |
|
|
|
27,313 |
|
|
|
19 |
|
JPY |
|
|
11,822 |
|
|
|
6 |
|
|
|
11,225 |
|
|
|
8 |
|
GBP |
|
|
10,228 |
|
|
|
5 |
|
|
|
8,269 |
|
|
|
6 |
|
AUD |
|
|
3,777 |
|
|
|
1 |
|
|
|
2,329 |
|
|
|
2 |
|
CAD |
|
|
2,727 |
|
|
|
1 |
|
|
|
2,377 |
|
|
|
2 |
|
CHF |
|
|
1,487 |
|
|
|
1 |
|
|
|
529 |
|
|
|
|
|
INR |
|
|
1,461 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Other(1) |
|
|
3,833 |
|
|
|
2 |
|
|
|
1,281 |
|
|
|
1 |
|
|
Total |
|
$ |
199,510 |
|
|
|
100 |
% |
|
$ |
141,396 |
|
|
|
100 |
% |
|
|
|
|
Note: excludes junior subordinated notes (related to trust preferred securities). |
(1) |
|
Includes various other foreign currencies, none of which individually exceed 1% of total issuances. |
We also diversify our funding sources by issuing various types of debt instruments, including
structured notes and extendible notes. Structured notes are debt obligations with returns that are
linked to other debt or equity securities, indices, currencies or commodities. We typically hedge
these notes with positions in derivatives and/or in the underlying instruments. We could be
required to immediately settle certain structured note obligations for cash or other securities
under certain circumstances, which we take into account for liquidity planning purposes. Structured
notes outstanding were $33.8 billion and $19.4 billion at December 29, 2006 and December 30, 2005,
respectively.
Extendible notes are debt obligations that have an extendible maturity. The initial maturity of the
majority of our extendible notes is thirteen months. These notes automatically extend before they
become current, unless the holders exercise their option to redeem the notes. Extendible notes are
included in long-term borrowings while the remaining maturity is greater than one year. Based on
current market conditions, we expect that these notes will automatically extend. Total extendible
notes outstanding were $10.6 billion and $10.4 billion at December 29, 2006 and December 30, 2005,
respectively.
Maintenance of Sufficient Long-Term Borrowings
An important objective of our asset-liability management is maintaining sufficient long-term
borrowings to meet our long-term capital requirements. As such, we routinely issue debt in a
variety of maturities and currencies to achieve cost efficient funding and an appropriate maturity
profile. While the cost and availability of unsecured funding may be negatively impacted by general
market conditions or by matters specific to the financial services industry or Merrill Lynch, we
seek to mitigate this refinancing risk by actively managing the amount of our borrowings we
anticipate will mature within any one month or quarter.
At December 29, 2006, the weighted average maturity of our long-term borrowings exceeded five
years. The following chart presents our long-term borrowings maturity profile
as of December 29, 2006 (quarterly for two years and annually thereafter):
Note: excludes junior subordinated notes (related to trust preferred securities).
29 Merrill Lynch 2006 Annual Report
The major components of the changes in our long-term borrowings, excluding junior
subordinated notes (related to trust preferred securities), for 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
(dollars in billions) |
|
2006 |
|
|
2005 |
|
|
Beginning of year |
|
$ |
132.4 |
|
|
$ |
119.5 |
|
Issuance and resale |
|
|
86.8 |
|
|
|
49.7 |
|
Settlement and repurchase |
|
|
(42.2 |
) |
|
|
(31.2 |
) |
Other(1) |
|
|
4.4 |
|
|
|
(5.6 |
) |
|
End of year(2) |
|
$ |
181.4 |
|
|
$ |
132.4 |
|
|
|
|
|
(1) |
|
Primarily foreign exchange movements. |
(2) |
|
See the preceding chart and Note 9 to the Consolidated Financial Statements for additional
information on our long-term borrowings maturity schedule. |
Subordinated debt is an important part of our long-term borrowings. During 2006, ML & Co.
issued $6.4 billion of subordinated debt across various currencies and maturities ranging from 2016
through 2026. This subordinated debt was issued to satisfy certain anticipated CSE capital
requirements. All of ML & Co.s subordinated debt is junior in right of payment to ML & Co.s
senior indebtedness.
At December 29, 2006, senior and subordinated debt issued by ML & Co. or by subsidiaries and
guaranteed by ML & Co. totaled $182.4 billion. Except for the $2.2 billion of zero-coupon
contingent convertible debt (Liquid Yield Option Notes or LYONs) that were outstanding at
December 29, 2006, senior and subordinated debt obligations issued by ML & Co. and senior debt
issued by subsidiaries and guaranteed by ML & Co. do not contain provisions that could, upon an
adverse change in ML & Co.s credit rating, financial ratios, earnings, cash flows, or stock price,
trigger a requirement for an early repayment, additional collateral support, changes in terms,
acceleration of maturity, or the creation of an additional financial obligation. See Note 9 to the
Consolidated Financial Statements for additional information.
We use derivative transactions to more closely match the duration of borrowings to the duration of
the assets being funded, thereby enabling interest rate risk to be within limits set by our Market
Risk Management Group. Interest rate swaps also serve to convert our interest expense and effective
borrowing rate principally to floating rate. We also enter into currency swaps to hedge assets that
are not financed through debt issuance in the same currency. We hedge investments in subsidiaries
in non-U.S. dollar currencies in whole or in part to mitigate foreign exchange translation
adjustments in accumulated other comprehensive loss. See Notes 1 and 6 to the Consolidated
Financial Statements for further information.
Concentration of Unsecured Funding at ML & Co.
ML & Co. is the primary issuer of all unsecured, non-deposit financing instruments that we
use predominantly to fund assets in subsidiaries, some of which are regulated. The primary benefits
of this strategy are greater control, reduced funding costs, wider name recognition by investors,
and greater flexibility to meet variable funding requirements of subsidiaries. Where regulations,
time zone differences, or other business considerations make this impractical, certain subsidiaries
enter into their own financing arrangements. See Note 9 to the Consolidated Financial Statements
for more information on borrowings.
Deposit Funding
At December 29, 2006, our bank subsidiaries had $84.1 billion in customer deposits, which
provide a diversified and stable base for funding assets within those entities. Our U.S. deposit
base of $62.3 billion includes an estimated $52.9 billion of FDIC-insured deposits, which we
believe are less sensitive to our credit ratings. We predominantly source deposit funding from our
customer base in the form of our bank sweep programs and time deposits.
Deposits are not available as a source of funding to ML & Co. See Liquidity Risk in the Risk
Management section for more information regarding our deposit liabilities.
Prudent Governance
We manage the growth and composition of our assets and set limits on the overall level of
unsecured funding. Funding activities are subject to regular senior management review and control
through Asset/Liability Committee meetings with Treasury management and other independent risk and
control groups. Our funding strategy and practices are reviewed by the Risk Oversight Committee
(ROC), Merrill Lynchs executive management and the Finance Committee of the Board of Directors.
Credit Ratings
The cost and availability of our unsecured funding are impacted by our credit ratings, and it
is our objective to maintain high quality credit ratings. In addition, credit ratings are important
when we compete in certain markets and when we seek to engage in certain long-term transactions,
including OTC derivatives. Factors that influence our credit ratings include the credit rating
agencies assessment of the general operating environment, our relative positions in the markets in
which we compete, our reputation, level and volatility of our earnings, our corporate governance
and risk management policies, and our capital management practices.
On October 27, 2006, Standard & Poors raised by one-notch ML & Co.s senior debt rating to AA,
subordinated debt rating to A+, preferred stock rating to A and commercial paper rating to A-1+.
30
The following table sets forth ML & Co.s unsecured credit ratings as of February 16, 2007.
Rating agencies express outlooks from time to time on these credit ratings, and each of these
agencies describes its current outlook as stable.
|
|
|
|
|
|
|
|
|
|
|
|
Senior Debt |
|
Subordinated |
|
Preferred |
|
Commercial |
Rating Agency |
|
Ratings |
|
Debt Ratings |
|
Stock Ratings |
|
Paper Ratings |
|
Dominion Bond Rating Service Ltd.
|
|
AA (low
|
) |
A (high
|
) |
Not Rated
|
|
R-1 (middle |
) |
Fitch Ratings
|
|
AA
|
|
A+
|
|
A+
|
|
F1+ |
Moodys Investors Service, Inc.
|
|
Aa3
|
|
A1
|
|
A2
|
|
P-1 |
Rating & Investment Information, Inc. (Japan)
|
|
AA
|
|
Not Rated
|
|
A+
|
|
a-1+ |
Standard & Poors Ratings Services
|
|
AA
|
|
A+
|
|
A
|
|
A-1+ |
|
In connection with certain OTC derivatives transactions and other trading agreements, we
could be required to provide additional collateral to certain counterparties in the event of a
downgrade of the senior debt ratings of ML & Co. At December 29, 2006, the amount of additional
collateral that would be required for such derivatives transactions and trading agreements was
approximately $511 million in the event of a one-notch downgrade and approximately $789 million in
the event of a two-notch downgrade of ML & Co.s long-term senior debt credit ratings. We consider
additional collateral on derivative contracts that may be required in the event of changes in ML &
Co.s credit ratings as part of our liquidity management practices.
Cash Flows
Our cash and cash equivalents increased $17.5 billion to $32.1 billion at year-end 2006. Cash
flows from financing activities provided $67.9 billion in 2006, primarily due to the issuances and
resales of long-term borrowings, net of settlements and repurchases, of $45.3 billion and cash from
derivative financing transactions of $16.3 billion. Cash flows used for investing activities in
2006 were $11.0 billion and were primarily due to purchases of available-for-sale securities, net
of sales and maturities, of $2.0 billion, and cash used for other investments of $6.5 billion. Cash
flows used for operating activities in 2006 were $39.4 billion and were primarily due to net cash
used for trading assets and liabilities of $61.5 billion, offset by increases in customer payables
of $13.8 billion.
Our cash and cash equivalents decreased $6.2 billion to $14.6 billion at year-end 2005. Cash flows
from financing activities provided $23.3 billion in 2005, primarily due to the issuances and
resales of long-term borrowings, net of settlements and repurchases, of $18.5 billion. Cash flows
used for investing activities in 2005 were $639 million and were primarily due to cash used for
loans, notes, and mortgages transactions offset by cash flows from available-for-sale securities.
Cash flows used for operating activities in 2005 were $28.9 billion and were primarily due to cash
used for resale agreements offset by cash received for repurchase agreements.
Risk Management
Risk Management Philosophy
Risk-taking is integral to the core businesses in which we operate. In the course of
conducting our business operations, we are exposed to a variety of risks including market, credit,
liquidity, operational and other risks that are material and require comprehensive controls and
ongoing oversight. Senior managers of our core businesses are responsible and accountable for
management of the risks associated with their business activities. In addition, independent risk
groups manage market risk, credit risk, liquidity risk and operational risk. These independent risk
groups fall under the management responsibility of our Chief Financial Officer. Along with other
independent control groups, including Corporate Audit, Finance and the Office of General Counsel,
these disciplines work to ensure risks are properly identified, measured, monitored, and managed
throughout Merrill Lynch. To accomplish this, we have established a risk management process which
includes:
§ |
|
A formal risk governance structure that defines the oversight process and its components; |
|
§ |
|
A regular review of the risk management process by the Audit Committee of the Board of Directors
(the Audit Committee) as well as a regular review of credit, market and liquidity risks and
processes by the Finance Committee of the Board of Directors (the Finance Committee); |
|
§ |
|
Clearly defined risk management policies and procedures supported by a rigorous analytical
framework; |
|
§ |
|
Communication and coordination among the businesses, executive management, and risk functions
while maintaining strict segregation of responsibilities, controls, and oversight; and |
|
§ |
|
Clearly articulated risk tolerance levels, defined and regularly reviewed by the ROC, that are
consistent with our business strategy, capital structure, and current and anticipated market
conditions. |
The risk management and control process ensures that our risk tolerance is well-defined and
understood by our businesses as well as by our executive management. Independent risk and control
groups interact with the core businesses to establish and maintain this overall risk management
control process. While no risk management system can ever be absolutely complete, the goal of these
independent risk and control groups is to mitigate risk-related losses so that they fall within
acceptable, predefined levels, under foreseeable scenarios.
31 Merrill Lynch 2006 Annual Report
Risk Governance Structure
Our risk governance structure is comprised of the Audit Committee and the Finance Committee,
the Executive Committee, the ROC, the business units, the independent risk and control groups, and
various other corporate governance committees.
The Audit Committee, which is comprised entirely of independent directors, reviews and oversees
managements policies and processes for managing all major categories of risk affecting the firm,
including operational, legal and reputational risks. In addition, the Audit Committee also approves
the ROC charter and has authorized the ROC to establish our risk management policies. The Finance
Committee, which is also comprised entirely of independent directors, is responsible for reviewing
our policies and procedures for managing exposure to market, credit and liquidity risk, including
risk limits for both market and credit risk, Value at Risk (VaR), liquidity models, and other
relevant models. The Executive Committee, a group comprised of executive management, approves the
risk tolerance levels established by the ROC and receives regular updates from the ROC on
risk-related matters. The Executive Committee pays particular attention to risk concentrations and
liquidity concerns.
The ROC is comprised of senior business and control managers and is chaired by our Chief Financial
Officer. The ROC establishes risk tolerance levels for the firm and authorizes material changes in
our risk profile. The ROC works to ensure that the risks that we assume are managed within these
tolerance levels and verifies that we have implemented appropriate processes to identify, measure,
monitor and manage our risks.
Market and credit risk tolerance levels are represented in part by framework limits, which are
established by the ROC and reviewed and approved annually by the Executive Committee, which must
also approve certain intra-year changes. Substantive market and credit risk framework limit changes
are reported to the Audit and Finance Committees. The frameworks are reviewed by the Finance
Committee in the context of its evaluation of market and credit risk exposures. Risk framework
exceptions and violations are reported and investigated at predefined and appropriate levels of
management.
Both the Audit Committee and the Finance Committee are provided with regular risk updates, and
significant issues and transactions are reported to the Executive Committee, the Audit Committee
and the Finance Committee. Various governance committees exist to create policy, review activity,
and verify that new and existing business initiatives remain within established risk tolerance
levels. Representatives of the independent risk and control groups participate as voting members of
these committees. The activities of these committees are monitored by the ROC.
The overall effectiveness of our risk processes and policies can be seen on a broader level when
analyzing daily net trading revenues over time. Our policies and procedures for monitoring and
controlling risk, combined with the businesses focus on customer order-flow-driven revenues and
selective proprietary positioning have helped us to mitigate earnings volatility within our trading
portfolios. While no guarantee can be given regarding future earnings volatility, we will continue
to pursue policies and procedures that assist us in measuring and monitoring our risks. The
histogram below shows the distribution of daily net revenues from our trading businesses (principal
transactions and net interest profit) for 2006.
Market Risk
We define market risk as the potential change in value of financial instruments caused by
fluctuations in interest rates, exchange rates, equity and commodity prices, credit spread, and/or
other risks. We have a Market Risk Framework that defines and communicates our market risk
tolerance and broad overall limits across Merrill Lynch by defining and constraining exposure to
specific asset classes, market risk factors and value at risk, or VaR. VaR is a statistical measure
of the potential loss in the fair value of a portfolio due to adverse movements in underlying risk
factors.
Our Market Risk Management Group and other independent risk and control groups are responsible for
approving the products and markets in which our business units and functions will transact and take
risk. Moreover, this group is responsible for identifying the risks to which these business units
will be exposed in these approved products and markets. Market Risk Management uses a variety of
quantitative methods to assess the risk of our positions and portfolios. In particular, Market Risk
Management quantifies the sensitivities of our
32
current portfolios to changes in market variables. These sensitivities are then utilized in
the context of historical data to estimate earnings and loss distributions that our current
portfolios would have incurred throughout the historical period. From these distributions, Market
Risk Management derives a number of useful risk statistics, including VaR.
The VaR disclosed in the accompanying table is an estimate of the amount that our current trading
portfolios could lose with a specified degree of confidence, over a given time interval. The
aggregate VaR for our trading portfolios is less than the sum of the VaRs for individual risk
categories because movements in different risk categories occur at different times and,
historically, extreme movements have not occurred in all risk categories simultaneously. The
difference between the sum of the VaRs for individual risk categories and the VaR calculated for
all risk categories is shown in the following table and may be viewed as a measure of the
diversification within our portfolios. We believe that the tabulated risk measures provide broad
guidance as to the amount we could lose in future periods, and we work continually to improve our
measurement and the methodology of our VaR. However, the calculation of VaR requires numerous
assumptions and thus VaR should not be viewed as a precise measure of risk. In addition, VaR is not
intended to capture worst case scenario losses.
To calculate VaR, we aggregate sensitivities to market risk factors and combine them with a
database of historical market factor movements to simulate a series of profits and losses. The
level of loss that is exceeded in that series 5% of the time is used as the estimate for the 95%
confidence level VaR. The overall total VaR amounts are presented across major risk categories,
which include exposure to volatility risk found in certain products, such as options.
The table that follows presents our average and year-end VaR for trading instruments for 2006 and
2005. Additionally, high and low VaR for 2006 is presented independently for each risk category and
overall. Because high and low VaR numbers for these risk categories may have occurred on different
days, high and low numbers for diversification benefit would not be meaningful.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-end |
|
|
Daily Average |
|
|
High |
|
|
Low |
|
|
Year-end |
|
|
Daily Average |
|
(dollars in millions) |
|
2006 |
|
|
2006 |
|
|
2006 |
|
|
2006 |
|
|
2005 |
|
|
2005 |
|
|
Trading Value-at-Risk(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate and credit spread |
|
$ |
48 |
|
|
$ |
48 |
|
|
$ |
66 |
|
|
$ |
33 |
|
|
$ |
37 |
|
|
$ |
37 |
|
Equity |
|
|
29 |
|
|
|
19 |
|
|
|
39 |
|
|
|
5 |
|
|
|
16 |
|
|
|
12 |
|
Commodity |
|
|
13 |
|
|
|
11 |
|
|
|
22 |
|
|
|
4 |
|
|
|
6 |
|
|
|
8 |
|
Currency |
|
|
3 |
|
|
|
4 |
|
|
|
12 |
|
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
|
Subtotal(2) |
|
|
93 |
|
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
61 |
|
|
|
60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversification benefit |
|
|
(41 |
) |
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
(25 |
) |
|
Overall(3) |
|
$ |
52 |
|
|
$ |
50 |
|
|
$ |
71 |
|
|
$ |
30 |
|
|
$ |
38 |
|
|
$ |
35 |
|
|
|
|
|
(1) |
|
Based on a 95% confidence level and a one-day holding period. |
(2) |
|
Subtotals are not provided for highs and lows as they are not meaningful. |
(3) |
|
Overall trading VaR using a 95% confidence level and a one-week holding period was $94 million
and $63 million at year-end 2006 and 2005, respectively. |
Trading VaR increased during 2006 due to increased levels of equity, commodity and credit
trading. If market conditions are favorable, we may increase our risk-taking in a number of our
businesses, including our proprietary trading activities. These activities provide revenue
opportunities while also increasing the loss potential under certain market conditions. We monitor
these risk levels on a daily basis to verify they remain within corporate risk guidelines and
tolerance levels.
To complement VaR and in recognition of its inherent limitations, we use a number of additional
risk measurement methods and tools as part of our overall market risk management process. These
include stress testing and event risk analysis, which examine portfolio behavior under significant
adverse market conditions, including scenarios that would result in material losses for the firm.
Non-Trading Market Risk
Non-trading market risk includes the risks associated with certain non-trading activities,
including investment securities, securities financing transactions and equity and certain principal
investments. Also included are the risks related to funding activities. Risks related to lending
activities are covered in the Credit Risk section that follows.
The primary market risk of non-trading investment securities and non-trading repurchase and reverse
repurchase agreements is expressed as sensitivity to changes in the general level of credit spreads
which are defined as the differences in the yields on debt instruments from relevant LIBOR/Swap
rates. Non-trading investment securities include securities that are classified as
available-for-sale and held-to-maturity as well as investments of insurance subsidiaries. At
year-end 2006, the total credit spread sensitivity of these instruments was a pre-tax loss of $24
million in fair market value for an increase of one basis point, which is one one-hundredth of a
percent, in credit spreads, compared to a pre-tax loss of $19 million at year-end 2005. This change
in fair market value is a measurement of economic risk which may differ significantly in magnitude
and timing from the actual profit or loss that would be realized under generally accepted
accounting principles.
33 Merrill Lynch 2006 Annual Report
The interest rate risk associated with the non-trading positions, together with funding
activities, is expressed as sensitivity to changes in the general level of interest rates. Our
funding activities include LYONs®, trust preferred securities and other long-term debt
issuances together with interest rate hedges. At year-end 2006, the net interest rate sensitivity
of these positions is a pre-tax loss in fair market value of $2 million for a parallel one basis
point increase in interest rates across all yield curves, compared to a pre-tax loss of $1 million
at year-end 2005. This change in fair market value is a measurement of economic risk which may
differ significantly in magnitude and timing from the actual profit or loss that would be realized
under generally accepted accounting principles.
Other non-trading equity investments include direct private equity interests, private equity fund
investments, hedge fund interests, certain direct and indirect real estate investments and other
principal investments. These investments are broadly sensitive to general price levels in the
equity or commercial real estate markets as well as to specific business, financial and credit
factors which influence the performance and valuation of each investment uniquely. Refer to Note 5
to the Consolidated Financial Statements for additional information on these investments.
Credit Risk
We define credit risk as the potential for loss that can occur as a result of an individual,
counterparty or issuer being unable or unwilling to honor its contractual obligations to us. The
Credit Risk Framework is the primary tool that we use to communicate firm-wide credit limits and
monitor exposure by constraining the magnitude and tenor of exposure to counterparty and issuer
families. Additionally, we have country risk limits that constrain total aggregate exposure across
all counterparties and issuers (including sovereign entities) for a given country within predefined
tolerance levels.
We have a Global Credit and Commitments Group that assesses the creditworthiness of existing and
potential individual clients, institutional counterparties and issuers, and determines firm-wide
credit risk levels within the Credit Risk Framework among other tools. This group reviews and
monitors specific transactions as well as portfolio and other credit risk concentrations both
within and across businesses. This group is also responsible for ongoing monitoring of credit
quality and limit compliance and actively works with all of our business units to manage and
mitigate credit risk.
The Global Credit and Commitments Group uses a variety of methodologies to set limits on exposure
and potential loss resulting from an individual, counterparty or issuer failing to fulfill its
contractual obligations. The group performs analyses in the context of industrial, regional, and
global economic trends and incorporates portfolio and concentration effects when determining
tolerance levels. Credit risk limits take into account measures of both current and potential
exposure as well as potential loss and are set and monitored by broad risk type, product type, and
maturity. Credit risk mitigation techniques include, where appropriate, the right to require
initial collateral or margin, the right to terminate transactions or to obtain collateral should
unfavorable events occur, the right to call for collateral when certain exposure thresholds are
exceeded, the right to call for third party guarantees and the purchase of credit default
protection. With senior management involvement, we conduct regular portfolio reviews, monitor
counterparty creditworthiness, and evaluate potential transaction risks with a view toward early
problem identification and protection against unacceptable credit-related losses. We continue to
invest additional resources to enhance Merrill Lynchs methods and policies to assist in managing
our credit risk and to address evolving regulatory requirements.
Senior members of the Global Credit and Commitments Group chair various commitment committees with
membership across business, control and support units. These committees review and approve
commitments, underwritings and syndication strategies related to debt, syndicated loans, equity,
real estate and asset-based finance, among other products and activities.
Commercial Lending
Our commercial lending activities consist primarily of corporate and institutional lending,
asset-based finance, commercial finance, and commercial real estate related activities. In
evaluating certain potential commercial lending transactions, we use a
risk-adjusted-return-on-capital model in addition to other methodologies. We typically provide
corporate and institutional lending facilities to clients for general corporate purposes, backup
liquidity lines, bridge financings, and acquisition-related activities. We often syndicate
corporate and institutional loans through assignments and participations to unaffiliated third
parties. While these facilities may be supported by credit enhancing arrangements such as property
liens or claims on operating assets, we generally expect repayment through other sources including
cash flow and/or recapitalization. As part of portfolio management activities, the Global Credit
and Commitments Group mitigates certain exposures in the corporate and institutional lending
portfolio by purchasing single name and basket credit default swaps as well as by evaluating and
selectively executing loan sales in the secondary markets.
Asset-based finance facilities are typically secured by financial assets such as mortgages, auto
loans, leases, credit card and other receivables. Clients often use these facilities for the
origination and purchase of assets during a warehousing period leading up to securitization.
34
Credit assessment for these facilities relies primarily on the amount, asset type, quality,
and liquidity of the supporting collateral, as the collateral is the expected source of repayment.
Limits are monitored against potential loss upon default taking these factors into consideration.
Our commercial finance activities primarily consist of corporate finance, healthcare finance,
equipment finance and commercial real estate lending to qualifying business clients. Substantially
all of these facilities are secured by liens on property, plant, and equipment, third party
guarantees or other similar arrangements. Our other commercial real estate related activities
consist of commercial mortgage originations and other extensions of credit connected to the
financing of commercial properties or portfolios of properties. We may reduce or eliminate these
exposures through third-party syndications or securitizations. Our assessment of creditworthiness
and credit approval is highly dependent upon the anticipated performance of the underlying property
and/or associated cash flows.
The following tables present a distribution of commercial loans and closed commitments by credit
quality, industry and country for year-end 2006, gross of allowances for loan losses and reserves,
without considering the impact of purchased credit protection. Closed commitments represent the
unfunded portion of existing commitments available for draw down and do not include contingent
commitments extended but not yet closed. These tables do not include our large, diversified
portfolio of loans and commitments to small- and middle-market businesses, totaling approximately
$3.1 billion in loans and $2.1 billion in closed commitments as of December 29, 2006. The majority
of these counterparties carry non-investment grade ratings and are predominantly domiciled in the
United States.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Loans |
|
|
Closed Commitments |
|
By Credit Quality(1) |
|
Secured |
|
|
Unsecured |
|
|
Secured |
|
|
Unsecured |
|
|
AA or above |
|
$ |
12,216 |
|
|
$ |
19 |
|
|
$ |
6,549 |
|
|
$ |
16,377 |
|
A |
|
|
2,566 |
|
|
|
1,180 |
|
|
|
2,251 |
|
|
|
11,191 |
|
BBB |
|
|
6,648 |
|
|
|
1,671 |
|
|
|
2,143 |
|
|
|
8,150 |
|
BB |
|
|
12,587 |
|
|
|
1,323 |
|
|
|
6,613 |
|
|
|
966 |
|
Other |
|
|
9,250 |
|
|
|
422 |
|
|
|
6,059 |
|
|
|
570 |
|
|
Total |
|
$ |
43,267 |
|
|
$ |
4,615 |
|
|
$ |
23,615 |
|
|
$ |
37,254 |
|
|
|
|
|
(1) |
|
Based on credit rating agency
equivalent of internal credit ratings. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
Closed Commitments |
|
By Industry |
|
Secured |
|
|
Unsecured |
|
|
Secured |
|
|
Unsecured |
|
|
Financial Institutions |
|
|
36 |
% |
|
|
11 |
% |
|
|
32 |
% |
|
|
20 |
% |
Consumer Goods and Services |
|
|
22 |
|
|
|
32 |
|
|
|
22 |
|
|
|
46 |
|
Real Estate |
|
|
18 |
|
|
|
12 |
|
|
|
8 |
|
|
|
2 |
|
Industrial/Manufacturing Goods and Services |
|
|
4 |
|
|
|
1 |
|
|
|
11 |
|
|
|
6 |
|
Technology/Media/Telecommunications |
|
|
3 |
|
|
|
30 |
|
|
|
7 |
|
|
|
8 |
|
Energy/Utilities |
|
|
1 |
|
|
|
9 |
|
|
|
5 |
|
|
|
12 |
|
All Other |
|
|
16 |
|
|
|
5 |
|
|
|
15 |
|
|
|
6 |
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
Closed Commitments |
|
By Country |
|
Secured |
|
|
Unsecured |
|
|
Secured |
|
|
Unsecured |
|
|
United States |
|
|
62 |
% |
|
|
64 |
% |
|
|
80 |
% |
|
|
50 |
% |
United Kingdom |
|
|
16 |
|
|
|
3 |
|
|
|
7 |
|
|
|
4 |
|
Japan |
|
|
6 |
|
|
|
5 |
|
|
|
|
|
|
|
33 |
|
Germany |
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
6 |
|
France |
|
|
2 |
|
|
|
1 |
|
|
|
6 |
|
|
|
1 |
|
All Other |
|
|
12 |
|
|
|
25 |
|
|
|
7 |
|
|
|
6 |
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
As of December 29, 2006, our largest commercial lending industry concentration was to
consumer goods and services. Commercial borrowers were predominantly domiciled in the United States
or had principal operations tied to the United States or its economy. The majority of all
outstanding commercial loan balances had a remaining maturity of less than three years. Additional
detail on our commercial lending related activities can be found in Note 8 to the Consolidated
Financial Statements.
35 Merrill Lynch 2006 Annual Report
Residential Mortgage Lending
We originate and purchase residential mortgage loans, certain of which include features that
may result in additional credit risk when compared to more traditional types of mortgages. The
potential additional credit risk arising from these mortgages is addressed through adherence to
underwriting guidelines as described below. Credit risk is closely monitored in order to confirm
that reserves are sufficient and valuations are appropriate. These loans are predominantly extended
to high credit quality borrowers and include:
§ |
|
Loans where the borrower is subject to payment increases over the life of the loan including: |
|
§ |
|
Interest-only loans where the borrower makes no principal payments on the loan during an initial
period and is required to make both interest and principal payments either during the later stages
of the loan or in one lump sum at maturity. These loans therefore require the borrower to make
larger payments later in the life of the loans if the loans are not otherwise repaid through a
refinancing or sale of the property. These loans are underwritten based on a variety of factors
including, for example, the borrowers credit history, the debt-to-income ratio, employment, the
loan-to-value (LTV) ratio on the property, and the borrowers disposable income and cash
reserves; typically using a qualifying formula that assesses the borrowers ability to make
interest payments at a minimum of 2% above the initial rate. In instances where the borrower is of
lower credit standing, the loans are typically underwritten to have a lower LTV ratio and/or other
mitigating factors. Interest-only loans are the significant majority of the loans that we hold
where the borrower may be subject to payment increases. |
|
|
§ |
|
Loans with low rates early in the loan term. We offer these loans primarily in the United
Kingdom. The loans are underwritten based on the borrowers ability to make the principal and
interest payments, and borrowers of a lower credit standing are typically underwritten to a lower
LTV ratio. |
§ |
|
High LTV ratio loans where the principal amount of the loan is greater than 80% of the value of
the mortgaged property and the borrower is not required to obtain private mortgage insurance
(PMI), and/or loans where a mortgage and home equity loan are simultaneously established for the
same property. Under our policy, the maximum LTV ratio for originated residential mortgages with no
PMI or other security is 95%. High LTV ratio loans also include Merrill Lynchs Mortgage100SM
product. The Mortgage100SM product permits borrowers to pledge securities in lieu
of a cash down payment. The securities are subject to daily monitoring and additional collateral is
required if the value of the pledged securities declines below certain levels. The LTV on real
estate collateral in the Mortgage 100SM program typically does not exceed 70%. |
The following table shows the percentages of these types of loans compared to the overall
residential mortgage portfolio held in loans, notes, and mortgages:
|
|
|
|
|
|
|
|
|
|
|
Loan and Unfunded |
|
|
Originated/Purchased |
|
|
|
Commitment Balance as a % of |
|
|
Loans as a % of all |
|
|
|
all Residential Mortgages and |
|
|
Residential Mortgages |
|
|
|
Unfunded Residential |
|
|
Originated/Purchased |
|
|
|
Commitments at December 29, 2006 |
(2) |
|
during 2006 |
|
|
Loans where borrowers may be subject to payment increases(1) |
|
|
65 |
% |
|
|
54 |
% |
Loans with high LTV ratios |
|
|
8 |
|
|
|
5 |
|
Loans with both high LTV ratios and loans where borrowers may be
subject to payment increases |
|
|
21 |
|
|
|
17 |
|
|
Total |
|
|
94 |
% |
|
|
76 |
% |
|
|
|
|
(1) |
|
Includes interest-only loans and loans with low initial rates. |
(2) |
|
Total residential mortgages were $18.3 billion and unfunded commitments were $7.7 billion as of
December 29, 2006. |
Approximately half of the high LTV ratio loans were made to borrowers in the United States;
the majority of the remaining loans were made to borrowers in the United Kingdom. Approximately 5%
of the loans where the borrower is subject to payment increases were made to borrowers in the
United Kingdom; the majority of the remaining loans were made to borrowers in the United States.
The majority of these loans are with high credit quality borrowers.
We do not currently originate or purchase residential mortgage loans that allow for minimum monthly
payments less than the interest accrued on the loan (i.e., negative amortizing loans) or option
adjustable rate mortgages.
During the third quarter of 2006, Merrill Lynch announced an agreement to acquire the First
Franklin mortgage origination franchise and related servicing platform which is focused on
originating non-prime residential mortgage loans through a wholesale network. As a result of this
acquisition which was completed in the fiscal first quarter of 2007, the credit profile of our
mortgage lending portfolio may be impacted in future periods.
36
Derivatives
We enter into International Swaps and Derivatives Association, Inc. master agreements or
their equivalent (master netting agreements) with substantially all of our derivative
counterparties as soon as possible. Master netting agreements provide protection in bankruptcy in
certain circumstances and, in some cases, enable receivables and payables with the same
counterparty to be offset for risk management purposes. Agreements are negotiated bilaterally and
can require complex terms. While we make every effort to execute such agreements, it is possible
that a counterparty may be unwilling to sign such an agreement and, as a result, would subject us
to additional credit risk. The enforceability of master netting agreements under bankruptcy laws in
certain countries or in certain industries is not free from doubt, and receivables and payables
with counterparties in these countries or industries are accordingly recorded on a gross basis.
In addition, to reduce the risk of loss, we require collateral, principally cash and U.S.
Government and agency securities, on certain derivative transactions. From an economic standpoint,
we evaluate risk exposures net of related collateral that meets specified standards. See Note 1 to
the Consolidated Financial Statements for additional information.
The following is a summary of counterparty credit ratings for the replacement cost (net of $11.5
billion of collateral, of which $7.2 billion represented cash collateral) of OTC trading
derivatives in a gain position by maturity at December 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Years to Maturity |
|
|
Cross-Maturity |
|
|
|
|
Credit Rating(1) |
|
0 to 3 |
|
|
3+ to 5 |
|
|
5+ to 7 |
|
|
Over 7 |
|
|
Netting |
(2) |
|
Total |
|
|
AA or Above |
|
$ |
4,711 |
|
|
$ |
1,552 |
|
|
$ |
1,243 |
|
|
$ |
4,830 |
|
|
$ |
(2,175 |
) |
|
$ |
10,161 |
|
A |
|
|
2,771 |
|
|
|
1,391 |
|
|
|
965 |
|
|
|
3,293 |
|
|
|
(1,863 |
) |
|
|
6,557 |
|
BBB |
|
|
1,494 |
|
|
|
435 |
|
|
|
278 |
|
|
|
1,591 |
|
|
|
(416 |
) |
|
|
3,382 |
|
BB |
|
|
365 |
|
|
|
369 |
|
|
|
133 |
|
|
|
221 |
|
|
|
(158 |
) |
|
|
930 |
|
Other |
|
|
3,986 |
|
|
|
673 |
|
|
|
333 |
|
|
|
1,127 |
|
|
|
(400 |
) |
|
|
5,719 |
|
|
Total |
|
$ |
13,327 |
|
|
$ |
4,420 |
|
|
$ |
2,952 |
|
|
$ |
11,062 |
|
|
$ |
(5,012 |
) |
|
$ |
26,749 |
|
|
|
|
|
(1) |
|
Represents credit rating agency equivalent of internal credit ratings. |
(2) |
|
Represents netting of payable balances with receivable balances for the same counterparty
across maturity band categories. Receivable and payable balances with the same counterparty, within
the same maturity category, are netted within that maturity category. |
In addition to obtaining collateral, we attempt to mitigate our default risk on derivatives
whenever possible by entering into transactions with provisions that enable us to terminate or
reset the terms of our derivative contracts.
Liquidity Risk
We define liquidity risk as the potential inability to meet financial obligations, on- or
off-balance sheet, as they come due. Liquidity risk relates to the ability of a company to repay
short-term borrowings with new borrowings or with assets that can be quickly converted into cash
while meeting other obligations and continuing to operate as a going concern. This is particularly
important for financial services firms. Liquidity risk also includes both the potential inability
to raise funding with appropriate maturity, currency and interest rate characteristics and the
inability to liquidate assets in a timely manner at a reasonable price. We actively manage the
liquidity risks in our business that can arise from asset-liability mismatches, credit sensitive
funding, commitments or contingencies.
The Liquidity Risk Management Group is responsible for measuring, monitoring and controlling our
liquidity risks. This group establishes methodologies and specifications for measuring liquidity
risks, performs scenario analysis and liquidity stress testing, and sets and monitors liquidity
limits. The group works with our business units to limit liquidity risk exposures and reviews
liquidity risks associated with new products and new business strategies. The Liquidity Risk
Management Group also reviews liquidity risk with other independent risk and control groups and
Treasury Management in Asset/Liability Committee meetings.
Our primary liquidity objectives are to ensure liquidity through market cycles and periods of
financial stress and to ensure that all funding requirements and unsecured debt obligations that
mature within one year can be met without issuing new unsecured debt or requiring
37 Merrill Lynch 2006 Annual Report
liquidation of business assets. In managing liquidity, we place significant emphasis on
monitoring the near term cash flow profiles and exposures through extensive scenario analysis and
stress testing. To achieve our objectives, we have established a set of liquidity management
practices that are outlined below:
§ |
|
Maintain excess liquidity in the form of unencumbered liquid assets and committed credit facilities; |
|
§ |
|
Match asset and liability profiles appropriately; |
|
§ |
|
Perform scenario analysis and stress testing; and |
|
§ |
|
Maintain a well formulated and documented contingency funding plan, including access to lenders of last resort. |
Excess Liquidity and Unencumbered Assets
Consistent with our objectives, we maintain excess liquidity at ML & Co. and selected
subsidiaries in the form of cash and high quality unencumbered liquid assets, which represent our
Global Liquidity Sources and serve as our primary source of liquidity risk protection. We
maintain these sources of liquidity at levels we believe are sufficient to sustain Merrill Lynch in
the event of stressed liquidity conditions. In assessing liquidity, we monitor the extent to which
the unencumbered assets are available as a source of funds, taking into consideration any
regulatory or other restrictions that may limit the availability of unencumbered assets of
subsidiaries to ML & Co. or other subsidiaries.
As of December 29, 2006 and December 30, 2005, the Global Liquidity Sources were $178 billion and
$136 billion, respectively, consisting of the following:
|
|
|
|
|
|
|
|
|
(dollars in billions) |
|
December 29, 2006 |
|
|
December 30, 2005 |
|
|
Excess liquidity pool |
|
$ |
63 |
|
|
$ |
37 |
|
Unencumbered assets at regulated bank subsidiaries |
|
|
57 |
|
|
|
53 |
|
Unencumbered assets at regulated non-bank subsidiaries |
|
|
58 |
|
|
|
46 |
|
|
Global Liquidity Sources |
|
$ |
178 |
|
|
$ |
136 |
|
|
The excess liquidity pool is maintained at, or readily available to, ML & Co. and can be
deployed to meet cash outflow obligations under stressed liquidity conditions. The excess liquidity
pool includes cash and cash equivalents, investments in short-term money market mutual funds, U.S.
government and agency obligations and other liquid securities. At December 29, 2006 and December
30, 2005, the total carrying value of the excess liquidity pool, net of related hedges, was $63
billion and $37 billion, respectively, which included liquidity sources at subsidiaries that we
believe are available to ML & Co. without restrictions. We regularly test our ability to access all
components of our excess liquidity pool. We fund our excess liquidity pool with debt that has an
appropriate term maturity structure. Additionally, our policy is to fund at least $15 billion of
our excess liquidity pool with debt that has a remaining maturity of at least one year. At December
29, 2006, the amount of our excess liquidity pool funded with debt with a remaining maturity of at
least one year exceeded this requirement.
We manage the size of our excess liquidity pool by taking into account the potential impact of
unsecured debt maturities, normal business volatility, cash and collateral outflows under various
stressed scenarios, and stressed draws for unfunded commitments and contractual obligations. At
December 29, 2006, our excess liquidity pool and other liquidity sources including maturing
short-term assets and committed credit facilities, significantly exceeded short-term obligations
and other contractual and contingent cash outflows based on our estimates.
At December 29, 2006 and December 30, 2005, unencumbered liquid assets of $57 billion and $53
billion, respectively, in the form of unencumbered high investment grade asset-backed securities
and prime residential mortgage-backed securities were available at our regulated bank subsidiaries
to meet potential deposit obligations, business activity demands and stressed liquidity needs of
the bank subsidiaries. Our liquidity model conservatively assumes that these unencumbered assets
are restricted from transfer and unavailable as a liquidity source to ML & Co. and other non-bank
subsidiaries.
At December 29, 2006 and December 30, 2005, our regulated non-bank subsidiaries, including
broker-dealer subsidiaries, maintained $58 billion and $46 billion, respectively, of unencumbered
securities, which are an important source of liquidity for broker-dealer activities and other
individual subsidiary financial commitments. These unencumbered securities are generally restricted
from transfer and unavailable to support liquidity needs of ML & Co. or other subsidiaries.
Committed Credit Facilities
In addition to the Global Liquidity Sources, we maintain credit facilities that are available
to cover immediate and contingent funding needs. We maintain a committed, multi-currency, unsecured
bank credit facility that totaled $4.5 billion and $4.0 billion at December 29, 2006
38
and December 30, 2005, respectively. This 364-day facility permits borrowings by ML & Co. and
select subsidiaries and expires in June 2007. The facility includes a one-year term-out feature
that allows ML & Co., at its option, to extend borrowings under the facility for an additional year
beyond the expiration date in June 2007. At December 29, 2006 and December 30, 2005, we had no
borrowings outstanding under this credit facility, although we do borrow regularly from it.
We also maintain two committed, secured credit facilities which totaled $7.5 billion at December
29, 2006 and $5.5 billion at December 30, 2005. One of these facilities is multi-currency and
includes a tranche of $1.2 billion that is available on an unsecured basis, at our option. These
facilities expire in May 2007 and December 2007. Both facilities include a one-year term-out
feature that allows ML & Co., at its option, to extend borrowings under the facilities for an
additional year beyond their respective expiration dates. The secured facilities permit borrowings
by ML & Co. and select subsidiaries, secured by a broad range of collateral. At December 29, 2006
and December 30, 2005, we had no borrowings outstanding under either facility.
In addition, we maintain committed, secured credit facilities with two financial institutions that
totaled $11.75 billion at December 29, 2006 and $6.25 billion at December 30, 2005. The secured
facilities may be collateralized by government obligations eligible for pledging. The facilities
expire at various dates through 2014, but may be terminated earlier with at least a nine-month
notice by either party. At December 29, 2006 and December 30, 2005, we had no borrowings
outstanding under these facilities.
Asset-Liability Management
We manage the profiles of our assets and liabilities and the relationships between them with
the objective of ensuring that we maintain sufficient liquidity to meet our funding obligations in
all environments, including periods of financial stress. This asset-liability management involves
maintaining the appropriate amount and mix of financing related to the underlying asset profiles
and liquidity characteristics, while monitoring the relationship between cash flow sources and
uses. Our asset-liability management takes into account restrictions at the subsidiary level with
coordinated and centralized oversight at ML & Co. We consider a legal entity focus essential in
view of the regulatory, tax and other considerations that can affect the transfer and availability
of liquidity between legal entities. We assess the availability of cash flows to fund maturing
liability obligations when due under stressed market liquidity conditions in time frames from
overnight through one year, with an emphasis on the near term periods during which liquidity risk
is considered to be the greatest.
An important objective of our asset-liability management is ensuring that sufficient funding is
available for our long-term assets and other long-term capital requirements. Long-term capital
requirements are determined using a long-term capital model that takes into account:
§ |
|
The portion of assets that cannot be self-funded in the secured
financing markets, considering stressed market conditions, including illiquid and less liquid assets; |
|
§ |
|
Subsidiaries regulatory capital; |
|
§ |
|
Collateral on derivative contracts that may be required in the event
of changes in our credit ratings or movements in the underlying instruments; |
|
§ |
|
Portions of commitments to extend credit based on our estimate of the
probability of draws on these commitments; and |
|
§ |
|
Other contingencies based on our estimates. |
In assessing the appropriateness of our long-term capital, we seek to: (1) ensure sufficient
matching of our assets based on factors such as holding period, contractual maturity and regulatory
restrictions and (2) limit the amount of liabilities maturing in any particular period. We also
consider liquidity needs for business growth and circumstances that might cause contingent
liquidity obligations. Our policy is to operate with an excess of long-term capital sources of at
least $15 billion over our long-term capital requirements. At December 29, 2006, our long-term
capital sources of $240.1 billion exceeded our estimated long-term capital requirements by more
than $15 billion.
Our regulated bank subsidiaries maintain strong liquidity positions and manage the liquidity
profile of their assets, liabilities and commitments so that they can appropriately balance cash
flows and meet all of their deposit and other funding obligations when due. This asset-liability
management includes: projecting cash flows, monitoring balance sheet liquidity ratios against
internal and regulatory requirements, monitoring depositor concentrations, and maintaining
liquidity and contingency plans. In managing liquidity, our bank subsidiaries place emphasis on a
stable and diversified retail deposit base, which serves as a reliable source of liquidity. The
banks liquidity models use behavioral and statistical approaches to measure and monitor the
liquidity characteristics of the deposits.
Our asset-liability management process also focuses on maintaining diversification and appropriate
mix of borrowings through application and monitoring of internal concentration limits and
guidelines on various factors, including debt instrument types, maturities, currencies, and single
investors.
39 Merrill Lynch 2006 Annual Report
Scenario Analysis and Stress Testing
Scenario analysis and stress testing is an important part of our liquidity management
process. Our Liquidity Risk Management Group performs regular scenario-based stress tests covering
credit rating downgrades and stressed market conditions both market-wide and in specific market
segments. We run scenarios covering crisis durations ranging from as short as one week through as
long as one year. Some scenarios assume that normal business is not interrupted.
In our scenario analysis, we assume loss of access to unsecured funding markets during periods of
financial stress. Various levels of severity are assessed through sensitivity analysis around key
liquidity risk drivers and assumptions. Key assumptions that are stressed include diminished access
to the secured financing markets, run-off in deposits, draws on liquidity facilities, and
derivative collateral outflows. We assess the liquidity sources that can be accessed during the
crisis and the residual positions.
Management judgment is applied in scenario modeling. The Liquidity Risk Management Group works with
our Credit and Market Risk Management groups to incorporate the results of their judgment and
analytics where credit or market risk implications exist. We assess the cash flow exposures under
the various scenarios and use the results to refine liquidity assumptions, size our excess
liquidity pools and/or adjust the asset-liability profiles.
Contingency Funding Plan
We maintain a contingency funding plan that outlines our responses to liquidity stress events
of various levels of severity. The plan includes the funding action steps, potential funding
strategies and a range of communication procedures that we will implement in the event of stressed
liquidity conditions. We periodically review and test the contingency funding plan to achieve
ongoing validity and readiness.
Our U.S. bank subsidiaries also retain access to contingency funding through the Federal Reserve
discount window and Federal Home Loan Banks, while certain non-U.S. subsidiaries have access to
central banks. While we do not rely on these sources in our liquidity modeling, we maintain the
policies, procedures and governance processes that would enable us to access these sources.
Operational Risk
We define operational risk as the risk of loss resulting from the failure of people, internal
processes and systems or from external events. The primary responsibility for managing operational
risk on a day-to-day basis lies with our businesses and support groups. The Operational Risk
Management Group provides the framework within which these groups manage operational risk. These
groups manage operational risk in a number of ways, including the use of technology to automate
processes; the establishment of policies and key controls; the provision and testing of business
continuity plans; and the training, supervision, and development of staff.
The
Operational Risk Management Group has established our approach to operational risk
management through the documentation of key principles and policies. The group provides an
independent assessment of operational risk through the monitoring and reporting of risk exposures
and loss events. This includes analysis and reporting of internal and external losses in order to
provide a comprehensive profile of the risk exposure facing the industry and Merrill Lynch. The
group works closely with our businesses and other independent risk and control groups in assessing
and managing operational risks.
Other Risks
We encounter a variety of other risks, which could have the ability to impact the viability,
profitability, and cost-effectiveness of present or future transactions. Such risks include
political, tax, and regulatory risks that may arise due to changes in local laws, regulations,
accounting standards, or tax statutes. To assist in the mitigation of such risks, we rigorously
review new and pending legislation and regulations. Additionally, we employ professionals in
jurisdictions in which we operate to actively follow issues of potential concern or impact to
Merrill Lynch and to participate in related interest groups.
40
Non-Investment Grade Holdings and Highly Leveraged Transactions
Non-investment grade holdings and highly leveraged transactions involve risks related to the
creditworthiness of the issuers or counterparties and the liquidity of the market for such
investments. We recognize these risks and, whenever possible, employ strategies to mitigate
exposures. The specific components and overall level of non-investment grade and highly leveraged
positions may vary significantly from period-to-period as a result of inventory turnover,
investment sales, and asset redeployment.
In the normal course of business, we underwrite, trade, and hold non-investment grade cash
instruments in connection with our investment banking, market-making, and derivative structuring
activities. Non-investment grade holdings are defined as debt and preferred equity securities rated
lower than BBB or equivalent ratings by recognized credit rating agencies, sovereign debt in
emerging markets, amounts due under derivative contracts from non-investment grade counterparties,
and other instruments that, in the opinion of management, are non-investment grade.
In addition to the amounts included in the following table, we may also be exposed to credit risk
through derivatives related to the underlying security where a derivative contract can either
replicate ownership of the underlying security (e.g., long total return swaps) or potentially force
ownership of the underlying security (e.g., short put options). Derivatives may also subject us to
credit spread or issuer default risk, in that changes in credit spreads or in the credit quality of
the underlying securities may adversely affect the derivatives fair values. We seek to manage
these risks by engaging in various hedging strategies to reduce our exposure associated with
non-investment grade positions, such as purchasing an option to sell the related security or
entering into other offsetting derivative contracts.
We provide financing and advisory services to, and invest in, companies entering into leveraged
transactions, which may include leveraged buyouts, recapitalizations, and mergers and acquisitions.
On a selected basis, we provide extensions of credit to leveraged companies, in the form of senior
and subordinated debt, as well as bridge financing. In addition, we syndicate loans for
non-investment grade companies or in connection with highly leveraged transactions and may retain a
portion of these loans.
We hold direct equity investments in leveraged companies and interests in partnerships that invest
in leveraged transactions. We have also committed to participate in limited partnerships that
invest in leveraged transactions. We anticipate that we will continue to make future commitments to
participate in limited partnerships and other direct equity investments on a selective basis.
Trading Exposures
The following table summarizes our trading exposures to non-investment grade or highly
leveraged corporate issuers or counterparties at year-end 2006 and 2005:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Trading assets: |
|
|
|
|
|
|
|
|
Cash instruments |
|
$ |
26,855 |
|
|
$ |
15,578 |
|
Derivatives |
|
|
9,661 |
|
|
|
6,750 |
|
Trading liabilities cash instruments |
|
|
(4,034 |
) |
|
|
(3,400 |
) |
Collateral on derivative assets |
|
|
(3,012 |
) |
|
|
(3,123 |
) |
|
Net trading asset exposure |
|
$ |
29,470 |
|
|
$ |
15,805 |
|
|
Included in the preceding table are debt and equity securities and traded bank loans of
companies in various stages of bankruptcy proceedings or in default. At December 29, 2006, the
carrying value of such debt and equity securities totaled $618 million, of which 49% resulted from
our market-making activities in such securities. This compared with $900 million at December 30,
2005, of which 61% related to market-making activities. Also included are distressed bank loans
totaling $219 million and $290 million at year-end 2006 and 2005, respectively.
Non-Trading Exposures
The following table summarizes our non-trading exposures to non-investment grade or highly
leveraged corporate issuers or counterparties at year-end 2006 and 2005. This table excludes
lending-related exposures which are included in the Credit Risk section of Risk Management.
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Investment securities |
|
$ |
900 |
|
|
$ |
524 |
|
Other investments(1): |
|
|
|
|
|
|
|
|
Partnership interests |
|
|
4,710 |
|
|
|
2,223 |
|
Other equity investments(2) |
|
|
4,284 |
|
|
|
2,086 |
|
Other assets |
|
|
618 |
|
|
|
76 |
|
|
(1) Includes a total of $777 million and $556 million in investments held by employee
partnerships at year-end 2006 and 2005, respectively, for which a portion of the market risk of the
investments rests with the participating employees.
(2) Includes investments in 155 and 167 enterprises at year-end 2006 and 2005, respectively.
41 Merrill Lynch 2006 Annual Report
In addition, we had commitments to non-investment grade or highly leveraged corporate issuers
or counterparties of $1.6 billion and $1.2 billion at year-end 2006 and 2005, respectively, which
primarily relate to commitments to invest in partnerships.
At December 29, 2006, our single largest non-investment grade industry exposure was to the
Technology/Media/Telecommunication sector, principally within the media and entertainment industry.
Recent Accounting Developments
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Liabilities (SFAS No. 159). SFAS No. 159 provides a fair value option election that allows
companies to irrevocably elect fair value as the initial and subsequent measurement attribute for
certain financial assets and liabilities, with changes in fair value recognized in earnings as they
occur. SFAS No. 159 permits the fair value option election on an instrument by instrument basis at
initial recognition of an asset or liability or upon an event that gives rise to a new basis of
accounting for that instrument. SFAS No. 159 is effective as of the beginning of an entitys first
fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of
a fiscal year that begins on or before November 15, 2007 provided that the entity makes that choice
in the first 120 days of that fiscal year, has not yet issued financial statements for any interim
period of the fiscal year of adoption, and also elects to apply the provisions of Statement No.
157, Fair Value Measurements (SFAS No. 157). We intend to early adopt SFAS No. 159 as of the
first quarter of fiscal 2007 and are currently assessing the impact of adoption on the Consolidated
Financial Statements.
In September 2006, the FASB issued SFAS No. 157. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and enhances disclosure about fair value measurements. SFAS No.
157 nullifies the guidance provided by the Emerging Issues Task Force on Issue 02-3, Issues
Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in
Energy Trading and Risk Management Activities (EITF 02-3) that prohibits recognition of day one
gains or losses on derivative transactions where model inputs that significantly impact valuation
are not observable. In addition, SFAS No. 157 prohibits the use of block discounts for large
positions of unrestricted financial instruments that trade in an active market and requires an
issuer to incorporate changes in its own credit spreads when determining the fair value of its
liabilities. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007 with
early adoption permitted provided that the entity has not yet issued financial statements for that
fiscal year, including any interim periods. The provisions of SFAS No. 157 are to be applied
prospectively, except that the provisions related to block discounts and existing derivative
financial instruments measured under EITF 02-3 are to be applied as a one-time cumulative effect
adjustment to opening retained earnings in the year of the adoption. We intend to early adopt SFAS
No. 157 as of the first quarter of fiscal 2007 and do not expect the adoption to have a material
impact on the Consolidated Financial Statements.
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132R
(SFAS No. 158). SFAS No. 158 requires an employer to recognize the overfunded or underfunded
status of its defined benefit pension and other postretirement plans, measured as the difference
between the fair value of plan assets and the benefit obligation as an asset or liability in its
statement of financial condition. Upon adoption, SFAS No. 158 requires an entity to recognize
previously unrecognized actuarial gains and losses and prior service costs within accumulated other
comprehensive income (loss), net of tax. In accordance with the guidance in SFAS No. 158, we
adopted this provision of the standard for year-end 2006. The adoption of SFAS No. 158 resulted in
a net credit of $65 million to accumulated other comprehensive loss recorded on the Consolidated
Financial Statements at December 29, 2006. See Note 13 to the Consolidated Financial Statements for
further information regarding the incremental effect of applying this provision. SFAS No. 158 also
requires defined benefit plan assets and benefit obligations to be measured as of the date of the
companys fiscal year-end. We have historically used a September 30 measurement date. Under the
provisions of SFAS No. 158, we will be required to change our measurement date to coincide with our
fiscal year-end. This provision of SFAS No. 158 will be effective for us in fiscal 2008. We are
currently assessing the impact of adoption of this provision of SFAS No. 158 on the Consolidated
Financial Statements.
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108
(SAB No. 108) to provide guidance on how the effects of the carryover or reversal of prior year
unrecorded misstatements should be considered in quantifying a current year misstatement. SAB 108
requires a company to apply an approach that considers the amount by which the current year income
statement is misstated (rollover approach) and an approach that considers the cumulative amount
by which the current year balance sheet is misstated (iron-curtain approach). Prior to the
issuance of SAB No. 108, many companies applied either the rollover or iron-curtain approach for
purposes of assessing materiality of misstatements. SAB No. 108 is effective for fiscal years
ending after November 15, 2006. Upon adoption, SAB No. 108 allows a one-time cumulative effect
adjustment against retained earnings for those prior year misstatements that were not material
under a companys prior approach, but that are deemed material under SAB No. 108. Adoption of SAB
No. 108 did not have a material impact on the Consolidated Financial Statements.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a companys financial statements and prescribes a
recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position
42
taken or expected to be taken in a tax return. The Interpretation also provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure
and transition. FIN 48 will be effective for us beginning in the first quarter of 2007. We do not
expect the impact of adoption of FIN 48 to be material to the opening balance of retained earnings.
In April 2006, the FASB issued a FASB Staff Position FIN 46(R)-6, Determining the Variability to be
Considered in Applying FIN 46R (the FSP). The FSP requires that the variability to be included
when applying FIN 46R be based on a by-design approach and should consider what risks the
variable interest entity was designed to create. We adopted the FSP beginning in the third quarter
of 2006 for all new entities with which we became involved. We will apply the provisions of the FSP
to all entities previously required to be analyzed under FIN 46R when a reconsideration event
occurs as defined under paragraph 7 of FIN 46R. The adoption of the FSP during the third quarter
did not have a material impact on the Consolidated Financial Statements.
In March 2006, the FASB issued Statement No. 156, Accounting for Servicing of Financial Assets
(SFAS No. 156). SFAS No. 156 amends Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, to require all separately recognized servicing
assets and servicing liabilities to be initially measured at fair value, if practicable. SFAS No.
156 also permits servicers to subsequently measure each separate class of servicing assets and
liabilities at fair value rather than at the lower of amortized cost or market. For those companies
that elect to measure their servicing assets and liabilities at fair value, SFAS No. 156 requires
the difference between the carrying value and fair value at the date of adoption to be recognized
as a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in
which the election is made. We will adopt SFAS No. 156 beginning in the first quarter of 2007. We
do not expect the impact of adopting SFAS No. 156 to have a material impact on the Consolidated
Financial Statements.
In February 2006, the FASB issued Statement No. 155, Accounting for Certain Hybrid Financial
Instruments an amendment of FASB Statements No. 133 and 140 (SFAS No. 155). SFAS No. 155
clarifies the bifurcation requirements for certain financial instruments and permits hybrid
financial instruments that contain a bifurcatable embedded derivative to be accounted for as a
single financial instrument at fair value with changes in fair value recognized in earnings. This
election is permitted on an instrument-by-instrument basis for all hybrid financial instruments
held, obtained, or issued as of the adoption date. At adoption, any difference between the total
carrying amount of the individual components of the existing bifurcated hybrid financial
instruments and the fair value of the combined hybrid financial instruments will be recognized as a
cumulative-effect adjustment to beginning retained earnings. We will adopt SFAS No. 155 on a
prospective basis beginning in the first quarter of 2007. As a result, there will be no
cumulative-effect adjustment on the Consolidated Financial Statements upon adoption of the
standard.
During the first quarter of 2006, we adopted the provisions of Statement No. 123 (revised 2004),
Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No.
123R). Under SFAS No. 123R, compensation expenses for share-based awards that do not require
future service are recorded immediately, and share-based awards that require future service
continue to be amortized into expense over the relevant service period. We adopted SFAS No. 123R
under the modified prospective method whereby the provisions of SFAS No. 123R are generally applied
only to share-based awards granted or modified subsequent to adoption. Thus, for Merrill Lynch,
SFAS No. 123R required the immediate expensing of share-based awards granted or modified in 2006 to
retirement-eligible employees, including awards that are subject to non-compete provisions.
Prior to the adoption of SFAS No. 123R, we had recognized expense for share-based compensation over
the vesting period stipulated in the grant for all employees. This included those who had satisfied
retirement eligibility criteria but were subject to a non-compete agreement that applied from the
date of retirement through each applicable vesting period. Previously, we had accelerated any
unrecognized compensation cost for such awards if a retirement-eligible employee left Merrill
Lynch. However, because SFAS No. 123R applies only to awards granted or modified in 2006, expenses
for share-based awards granted prior to 2006 to employees who were retirement-eligible with respect
to those awards must continue to be amortized over the stated vesting period.
In addition, beginning with performance year 2006, for which we granted stock awards in January
2007, we accrued the expense for future awards granted to retirement-eligible employees over the
award performance year instead of recognizing the entire expense related to the award on the grant
date. Compensation expense for the 2006 performance year and all future stock awards granted to
employees not eligible for retirement with respect to those awards will be recognized over the
applicable vesting period.
SFAS No. 123R also requires expected forfeitures of share-based compensation awards for
non-retirement-eligible employees to be included in determining compensation expense. Prior to the
adoption of SFAS No. 123R, any benefits of employee forfeitures of such awards were recorded as a
reduction of compensation expense when the employee left Merrill Lynch and forfeited the award. In
the first quarter of 2006, we recorded a benefit based on expected forfeitures which was not
material to the results of operations for the quarter.
43 Merrill Lynch 2006 Annual Report
The adoption of SFAS No. 123R resulted in a first quarter charge to compensation expense of
approximately $550 million on a pre-tax basis and $370 million on an after-tax basis.
The adoption of SFAS No. 123R, combined with other business and competitive considerations,
prompted us to undertake a comprehensive review of our stock-based incentive compensation awards,
including vesting schedules and retirement eligibility requirements, examining their impact to both
Merrill Lynch and its employees. Upon the completion of this review, the Management Development and
Compensation Committee of Merrill Lynchs Board of Directors determined that to fulfill the
objective of retaining high quality personnel, future stock grants should contain more stringent
retirement provisions. These provisions include a combination of increased age and length of
service requirements. While the stock awards of employees who retire continue to vest, retired
employees are subject to continued compliance with the strict non-compete provisions of those
awards. To facilitate transition to the more stringent future requirements, the terms of most
outstanding stock awards previously granted to employees, including certain executive officers,
were modified, effective March 31, 2006, to permit employees to be immediately eligible for
retirement with respect to those earlier awards. While we modified the retirement-related
provisions of the previous stock awards, the vesting and non-compete provisions for those awards
remain in force.
Since the provisions of SFAS No. 123R apply to awards modified in 2006, these modifications
required us to record additional one-time compensation expense in the first quarter of 2006 for the
remaining unamortized amount of all awards to employees who had not previously been
retirement-eligible under the original provisions of those awards.
The one-time, non-cash charge associated with the adoption of SFAS No. 123R, and the policy
modifications to previous awards resulted in a net charge to compensation expense in the first
quarter of 2006 of approximately $1.8 billion pre-tax, and $1.2 billion after-tax, or a net impact
of $1.34 and $1.21 on basic and diluted earnings per share, respectively. Policy modifications to
previously granted awards amounted to $1.2 billion of the pre-tax charge and impacted approximately
6,300 employees.
Prior to the adoption of SFAS No. 123R, we presented the cash flows related to income tax
deductions in excess of the compensation expense recognized on share-based compensation as
operating cash flows in the Consolidated Statements of Cash Flows. SFAS No. 123R requires cash
flows resulting from tax deductions in excess of the grant-date fair value of share-based awards to
be included in cash flows from financing activities. The excess tax benefits of $283 million
related to total share-based compensation included in cash flows from financing activities in the
first quarter of 2006 would have been included in cash flows from operating activities if we had
not adopted SFAS No. 123R.
As a result of adopting SFAS No. 123R, approximately $600 million of liabilities associated with
the Financial Advisor Capital Accumulation Award Plan (FACAAP) were reclassified to stockholders
equity. In addition, as a result of adopting SFAS No. 123R, the unamortized portion of employee
stock grants, which was previously reported as a separate component of stockholders equity on the
Consolidated Balance Sheets, has been reclassified to paid-in capital. Refer to Note 14 to the
Consolidated Financial Statements for additional information.
In June 2005, the FASB ratified the consensus reached by the Emerging Issues Task Force on Issue
04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited
Partnership or Similar Entity When the Limited Partners Have Certain Rights (EITF 04-5). EITF
04-5 presumes that a general partner controls a limited partnership, and should therefore
consolidate a limited partnership, unless the limited partners have the substantive ability to
remove the general partner without cause based on a simple majority vote or can otherwise dissolve
the limited partnership, or unless the limited partners have substantive participating rights over
decision making. The guidance in EITF 04-5 was effective beginning in the third quarter of 2005 for
all new limited partnership agreements and any limited partnership agreements that were modified.
For those partnership agreements that existed at the date EITF 04-5 was issued, the guidance became
effective in the first quarter of 2006. The adoption of this guidance did not have a material
impact on the Consolidated Financial Statements.
In December 2005, the FASB issued FASB Staff Position (FSP) SOP 94-6-1, Terms of Loan Products
That May Give Rise to a Concentration of Credit Risk. The guidance requires the disclosure of
concentrations of loans with certain features that may increase the creditors exposure to risk of
nonpayment or realization. These loans are often referred to as non-traditional loans and include
features such as high LTV ratios, terms that permit payments smaller than the interest accruals and
loans where the borrower is subject to significant payment increases over the life of the loan. We
adopted the provisions of this guidance in the fourth quarter of 2005. See Note 8 to the
Consolidated Financial Statements for this disclosure.
44
Activities of Principal Subsidiaries
Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S) in the United States, acts as a
broker (i.e., agent) for corporate, institutional, government, and other clients and as a dealer
(i.e., principal) in the purchase and sale of corporate securities. MLPF&S also acts as a broker
and/or a dealer in the purchase and sale of mutual funds, money market instruments, government
securities, high yield bonds, municipal securities, financial futures contracts and options. The
futures business and foreign exchange activities are conducted through MLPF&S and other
subsidiaries. MLPF&S holds memberships and/or has third-party clearing relationships with all major
commodity and financial futures exchanges and clearing associations in the United States and it
also carries positions reflecting trades executed on exchanges outside of the United States through
affiliates and/or third-party clearing brokers. As a leading investment banking entity, MLPF&S
provides corporate, institutional, and government clients with a wide variety of financial services
including underwriting the sale of securities to the public, structured and derivative financing,
private placements, mortgage and lease financing and financial advisory services, including advice
on mergers and acquisitions.
MLPF&S also provides securities clearing services for its own account and for unaffiliated
broker-dealers through its Broadcort Correspondent Clearing Division and through its subsidiary
Merrill Lynch Professional Clearing Corp. (ML Pro). ML Pro is involved in our prime brokerage
business and also makes a market in listed option contracts on various options exchanges.
MLPF&S also provides discretionary and non-discretionary investment advisory services. These
advisory services include Merrill Lynch Consults® Service, the Personal Investment
Advisory Program, the Merrill Lynch Mutual Fund Advisor® program, the Merrill Lynch
Mutual Fund Advisor Selects® program, Merrill Lynch Personal Advisor program, and
Merrill Lynch Global Selects. MLPF&S also offers fee-based financial planning services, including
the Financial Foundation® report. MLPF&S provides financing to clients, including margin
lending and other extensions of credit. Through the Beyond Banking® account, our
customers have access to a special securities account product designed for everyday transactions,
savings and cash management that combines Visa, check writing and ATM access with available advice
and guidance. We also offer Merrill Lynch branded credit cards.
Through its retirement group, MLPF&S provides a wide variety of investment and custodial services
to individuals through Individual Retirement Accounts and small business retirement programs.
MLPF&S also provides investment, administration, communications, and consulting services to
corporations and their employees for their retirement programs, including 401(k), pension,
profit-sharing and non-qualified deferred compensation plans.
Merrill Lynch International (MLI) is a United Kingdom-based dealer in equity and fixed income
securities of a significant number of global issuers, sovereign government obligations and
asset-backed securities, and in loans and related financial instruments. Outside the United States,
MLI is a registered market maker and regularly makes a market in the equity securities of the more
actively traded non-U.S. corporations. MLI is also our primary non-U.S. credit and equity
derivatives and futures product dealer.
Merrill Lynch Government Securities, Inc. (MLGSI) is a primary dealer in obligations issued or
guaranteed by the U.S. Government and regularly makes a market in securities issued by Federal
agencies and other government-sponsored entities, such as, among others, Government National
Mortgage Association, Fannie Mae and Freddie Mac. MLGSI deals in mortgage-backed pass-through
instruments issued by certain of these entities and also in related futures, options, and forward
contracts for its own account, to hedge its own risk, and to facilitate customers transactions. As
a primary dealer, MLGSI acts as a counterparty to the Federal Reserve Bank of New York (FRBNY) in
the conduct of open market operations and regularly reports positions and activities to the FRBNY.
An integral part of MLGSIs business involves entering into repurchase agreements and securities
lending transactions.
45 Merrill Lynch 2006 Annual Report
Merrill Lynch Capital Services, Inc. (MLCS) and Merrill Lynch Derivative Products AG
(MLDP) are Merrill Lynchs primary interest rate and currency derivative product dealers. MLCS
primarily acts as a counterparty for certain derivative financial products, including interest rate
and currency swaps, caps and floors and options. MLCS maintains positions in interest-bearing
securities, financial futures and forward contracts to hedge its interest rate and currency risk
related to derivative exposures. In the normal course of its business, MLCS enters into repurchase
and resale agreements with certain affiliated companies. MLDP acts as an intermediary for certain
derivative products, including interest rate and currency swaps, between MLCS and counterparties
that are highly rated or otherwise acceptable to MLDP. Its activities address certain swap
customers preference to limit their trading to those dealers having the highest credit quality.
MLDP has been assigned the Aaa, AAA and AAA counterparty rating by the rating agencies Moodys
Investors Service, Standard & Poors Ratings Services and Fitch Ratings, respectively. Customers
meeting certain credit criteria enter into swaps with MLDP and, in turn, MLDP enters into
offsetting mirror swaps with MLCS. However, MLCS is required to provide MLDP with collateral to
mitigate certain exposures MLDP may have to MLCS. In addition, MLCSs subsidiaries, Merrill Lynch
Commodities, Inc., Merrill Lynch Commodities (Europe) Trading Limited and other Merrill Lynch
subsidiaries trade as principal in physically and financially settled contracts in energy, weather
and a broad range of other commodities. These subsidiaries also provide asset optimization and
other energy management and risk management services for third parties.
Merrill Lynch Bank USA (MLBUSA) and Merrill Lynch Bank & Trust Co., FSB (MLBT-FSB) are part of
the Merrill Lynch Global Bank Group, which provides the management platform for Merrill Lynchs
banking products and services. In July 2006, Merrill Lynch Trust Company, FSB (MLTC-FSB) received
approval from the Office of Thrift Supervision (OTS) to become a full service thrift institution
as part of an internal reorganization of certain banking businesses of Merrill Lynch. On August 5,
2006, Merrill Lynch Bank & Trust Co. (MLB&T), an existing Federal Deposit Insurance Corporation
(FDIC)-insured depository institution, was merged into MLTC-FSB, and MLTC-FSB was renamed Merrill
Lynch Bank & Trust Co., FSB.
Merrill Lynch, primarily through MLBUSA, provides syndicated and bridge financing, asset-based
lending, commercial real estate lending, equipment financing, and standby or backstop credit in
various forms for large institutional clients generally in connection with their commercial paper
programs. MLBUSA also offers securities-based loans primarily to individual clients. MLBUSA is a
state-chartered depository institution whose deposits are insured by the FDIC, and is a wholesale
bank for Community Reinvestment Act (CRA) purposes. MLBT-FSB is an FDIC-insured federal savings
bank and is a retail bank for CRA purposes. MLBUSA and MLBT-FSB offer certificates of deposit,
transaction accounts and money market deposit accounts and issue Visa® debit cards.
MLBT-FSB, through its subsidiary Merrill Lynch Credit Corporation, offers residential mortgage
financing throughout the United States enabling clients to purchase and refinance their homes as
well as to manage their other personal credit needs. In addition, Merrill Lynch Business Financial
Services Inc. (MLBFS), a subsidiary of MLBUSA, engages in commercial financing for qualifying
small- and middle-market businesses, including lines of credit, revolving loans, term loans and
equipment leases and loans. MLBFS provides qualifying business clients with acquisition, working
capital and equipment financing, commercial real estate financing, and other specialized asset
financing.
Financial Data Services Inc., a wholly-owned subsidiary of MLBUSA, is a registered transfer agent
and provides support and services for mutual fund products.
Merrill Lynch International Bank Limited (MLIB), formerly known as Merrill Lynch Capital Markets
Bank Limited, is the primary non-U.S. banking entity for Merrill Lynch. Headquartered in Ireland,
with branch offices in Amsterdam, Bahrain, Frankfurt, London, Madrid, Milan and Singapore, MLIB
acts as a principal for debt derivative transactions and engages in advisory, lending, loan
trading, and institutional sales activities. MLIB also provides collateralized (including mortgage)
lending, letters of credit, guarantees and foreign exchange services to, and accepts deposits from,
its clients.
MLIB, through its subsidiaries, Mortgages plc and Freedom Funding Limited, provides mortgage
lending, administration and servicing in the U.K. nonconforming residential mortgage market.
Merrill Lynch Bank (Suisse) S.A., a subsidiary of MLIB, is a Swiss licensed bank that provides a
full array of banking, asset management and brokerage products and services to international
clients, including securities trading and custody, secured loans and overdrafts, fiduciary
deposits, foreign exchange trading and portfolio management services.
46
On September 30, 2006, Merrill Lynch completed an internal reorganization of its non-U.S.
banking structure, when the entire business of mlib (historic) (the UK entity previously known as
Merrill Lynch International Bank Limited) was transferred to MLIB after obtaining all necessary
regulatory approvals and pursuant to High Court Orders granted in London and Singapore. The two
entities were renamed as part of this reorganization. Following the transfer, mlib (historic)
ceased to conduct business activity.
Merrill Lynch Mortgage Capital Inc. (MLMCI) is a dealer in syndicated commercial loans. As an
integral part of its business, MLMCI enters into repurchase agreements whereby it obtains funds by
pledging its own whole loans as collateral. The repurchase agreements provide financing for MLMCIs
inventory and serve as short-term investments for MLMCIs customers. MLMCI also enters into reverse
repurchase agreements through which it provides funds to customers collateralized by whole loan
mortgages, thereby providing the customers with temporary liquidity. MLMCI, through its subsidiary
Merrill Lynch Mortgage Lending, Inc. (MLML), is a dealer in whole loan mortgages, mortgage loan
participations, mortgage loan servicing and a commercial mortgage conduit that makes, and purchases
from lenders, both commercial and multi-family mortgage loans and then securitizes these loans for
sale to investors. MLML purchases prime, subprime, nonperforming and subperforming residential
mortgage loans from originators of these loans and aggregates these loans for sale in the
securitization market. Wilshire Credit Corporation, a subsidiary of MLMCI, services subprime,
nonperforming and reperforming residential mortgages.
Merrill Lynch Japan Securities Co., Ltd. (MLJS) is a Japan-based broker-dealer that provides
clients with a variety of financial services, including the purchase and sale of equity and fixed
income securities, futures and options. MLJS also acts as an underwriter and seller of securities
in both publicly registered transactions and private placements.
Merrill Lynch Life Insurance Company and ML Life Insurance Company of New York issue annuity
products. The sale of non-proprietary insurance products and proprietary and non-proprietary
annuity products are made through Merrill Lynch Life Agency Inc. and other affiliated insurance
agencies operating in the United States.
ML IBK Positions, Inc. is a U.S.-based entity involved in private equity and principal investing
that makes proprietary investments in all levels of the capital structure of U.S. and non-U.S.
companies, and in special purpose companies owning real estate, mortgage loans, consumer
receivables and other assets, and may make direct equity investments in real estate assets,
mortgage loans and other assets. In addition, through its subsidiary, Merrill Lynch Capital
Corporation, it provides senior and subordinated financing to certain companies.
47 Merrill Lynch 2006 Annual Report
|
|
|
Managements Discussion of Financial Responsibility, Disclosure Controls and Procedures, and
Report on Internal Control Over Financial Reporting
|
|
|
Financial Responsibility
Oversight is provided by independent units within Merrill Lynch, working together to maintain
Merrill Lynchs internal control standards. Corporate Audit reports directly to the Audit Committee
of the Board of Directors, providing independent appraisals of Merrill Lynchs internal controls
and compliance with established policies and procedures. Finance management establishes accounting
policies and procedures, measures and monitors financial risk, and independently from the
businesses prepares financial statements that fairly present the underlying transactions and events
of Merrill Lynch. Independent risk groups monitor capital adequacy and liquidity management and
have oversight responsibility for Merrill Lynchs market and credit risks independent from business
line management. These groups have clear authority to enforce trading and credit limits using
various systems and procedures to monitor positions and risks. The Office of the General Counsel
serves in a counseling and advisory role to management and the business groups. In this role, the
Office of the General Counsel develops policies; works with the business in monitoring compliance
with internal policies, external rules, and industry regulations; and provides legal advice,
representation, execution, and transaction support to the businesses.
ML & Co. has established a Disclosure Committee to assist the Chief Executive Officer and Chief
Financial Officer in fulfilling their responsibilities for overseeing the accuracy and timeliness
of disclosures made by ML & Co. The Disclosure Committee is made up of senior representatives of
Merrill Lynchs Finance, Investor Relations, Office of the General Counsel, Treasury, Tax and
independent risk groups, and is responsible for implementing and evaluating disclosure controls and
procedures on an ongoing basis. The Disclosure Committee meets at least eight times a year.
Meetings are held as needed to review key events and disclosures impacting the period throughout
each fiscal quarter and prior to the filing of ML & Co.s Form 10-K and 10-Q reports and proxy
statement with the SEC.
The Board of Directors designated Merrill Lynchs Guidelines for Business Conduct as the Companys
code of ethics for directors, officers and employees in performing their duties. The Guidelines set
forth written standards for employee conduct with respect to conflicts of interest, disclosure
obligations, compliance with applicable laws and rules and other matters. The Guidelines also set
forth information and procedures for employees to report ethical or accounting concerns, misconduct
or violations of the Guidelines in a confidential manner. The Board of Directors adopted Merrill
Lynchs Code of Ethics for Financial Professionals in 2003. The Code, which applies to all Merrill
Lynch professionals who participate in our public disclosure process, supplements our Guidelines
for Business Conduct and is designed to promote honest and ethical conduct, full, fair and accurate
disclosure and compliance with applicable laws.
The independent registered public accounting firm, Deloitte & Touche LLP, performs annual audits of
Merrill Lynchs financial statements in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). They openly discuss with the Audit Committee their
views on the quality of the financial statements and related disclosures and the adequacy of
Merrill Lynchs internal accounting controls. Quarterly review reports on the unaudited interim
financial statements are also issued by Deloitte & Touche LLP. The Audit Committee appoints the
independent registered public accounting firm. The independent registered public accounting firm is
given unrestricted access to all financial records and related data, including minutes of meetings
of stockholders, the Board of Directors, and committees of the Board.
As part of their oversight role, committees of the Board supervise management in the formulation of
corporate policies, procedures and controls. The Audit Committee, which consists of five
independent directors, oversees Merrill Lynchs system of internal accounting controls and the
internal audit function. In addition, the Audit Committee oversees the development and
implementation of risk management and compliance policies, procedures, and functions. It also
reviews the annual Consolidated Financial Statements with management and Merrill Lynchs
independent registered public accounting firm, and evaluates the performance, independence and fees
of our independent registered public accounting firm and the professional services it provides. The
Audit Committee also has the sole authority to appoint or replace the independent registered public
accounting firm.
The Finance Committee, which consists of four independent directors, reviews, recommends, and
approves policies regarding financial commitments and other expenditures. It also reviews and
approves certain financial commitments, acquisitions, divestitures, and proprietary investments. In
addition, the Finance Committee oversees balance sheet and capital management, corporate funding
policies and financing plans. It also reviews Merrill Lynchs policies and procedures for managing
exposure to market and credit risks.
48
Disclosure Controls and Procedures
ML & Co.s Disclosure Committee assists with implementing, monitoring and evaluating our
disclosure controls and procedures. ML & Co.s Chief Executive Officer, Chief Financial Officer and
Disclosure Committee have evaluated the effectiveness of ML & Co.s disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end
of the period covered by this Report. Based on that evaluation, ML & Co.s Chief Executive Officer
and Chief Financial Officer have concluded that ML & Co.s disclosure controls and procedures are
effective.
In addition, no change in ML & Co.s internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934) occurred during the fourth fiscal quarter of
2006 that has materially affected, or is reasonably likely to materially affect, ML & Co.s
internal control over financial reporting.
Report on Internal Control Over Financial Reporting
Management recognizes its responsibility for establishing and maintaining adequate internal
control over financial reporting and has designed internal controls and procedures to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
consolidated financial statements and related notes in accordance with generally accepted
accounting principles in the United States of America. Management assessed the effectiveness of
Merrill Lynchs internal control over financial reporting as of December 29, 2006. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment,
management believes that Merrill Lynch maintained effective internal control over financial
reporting as of December 29, 2006.
Deloitte & Touche LLP, Merrill Lynchs independent registered public accounting firm, has issued an
attestation report on managements assessment of Merrill Lynchs internal control over financial
reporting and on the effectiveness of Merrill Lynchs internal control over financial reporting.
This report appears under Report of Independent Registered Public Accounting Firm on the
following page.
New York, New York
February 26, 2007
49 Merrill Lynch 2006 Annual Report
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Merrill Lynch & Co., Inc.:
We have audited managements assessment, included in the accompanying Report on Internal
Control Over Financial Reporting, that Merrill Lynch & Co., Inc. and subsidiaries (Merrill Lynch)
maintained effective internal control over financial reporting as of December 29, 2006, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Merrill Lynchs management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility is to express an opinion on
managements assessment and an opinion on the effectiveness of Merrill Lynchs internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinions.
A companys internal control over financial reporting is a process designed by, or under the
supervision of, the companys principal executive and principal financial officers, or persons
performing similar functions, and effected by the companys board of directors, management, and
other personnel to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any
evaluation of the effectiveness of the internal control over financial reporting to future periods
are subject to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Merrill Lynch maintained effective internal control
over financial reporting as of December 29, 2006, is fairly stated, in all material respects, based
on the criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Also in our opinion, Merrill Lynch maintained,
in all material respects, effective internal control over financial reporting as of December 29,
2006, based on the criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements as of and for the year ended December
29, 2006 of Merrill Lynch and our report dated February 26, 2007 expressed an unqualified opinion
on those financial statements and included 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.
New York, New York
February 26, 2007
50
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Merrill Lynch & Co., Inc.:
We have audited the accompanying consolidated balance sheets of Merrill Lynch & Co., Inc. and
subsidiaries (Merrill Lynch) as of December 29, 2006 and December 30, 2005, and the related
consolidated statements of earnings, changes in stockholders equity, comprehensive income and cash
flows for each of the three years in the period ended December 29, 2006. These financial statements
are the responsibility of Merrill Lynchs management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects,
the financial position of Merrill Lynch as of December 29, 2006 and December 30, 2005, and the
results of its operations and its cash flows for each of the three years in the period ended
December 29, 2006, in conformity with accounting principles generally accepted in the United States
of America.
As discussed in Note 1 to the consolidated financial statements, in 2006 Merrill Lynch changed its
method of accounting for share-based payments to conform to Statement of Financial Accounting
Standards No. 123 (revised 2004), Share-Based Payment.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of Merrill Lynchs internal control over financial
reporting as of December 29, 2006, based on the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated February 26, 2007 expressed an unqualified opinion on managements assessment of the
effectiveness of Merrill Lynchs internal control over financial reporting and an unqualified
opinion on the effectiveness of Merrill Lynchs internal control over financial reporting.
New York, New York
February 26, 2007 (November 13, 2007 as to the effects of
discontinued operations discussed in Note 18)
51 Merrill Lynch 2006 Annual Report
Consolidated Financial Statements
|
|
|
|
Consolidated Statements of Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Last Friday in December |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
(dollars in millions, except per share amounts) |
|
(52 weeks |
) |
|
(52 weeks |
) |
|
(53 weeks |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Principal transactions |
|
$ |
7,034 |
|
|
$ |
3,545 |
|
|
$ |
2,196 |
|
Managed accounts and other fee-based revenues |
|
|
6,288 |
|
|
|
5,710 |
|
|
|
5,197 |
|
Commissions |
|
|
5,985 |
|
|
|
5,277 |
|
|
|
4,769 |
|
Investment banking |
|
|
4,680 |
|
|
|
3,798 |
|
|
|
3,473 |
|
Revenues from consolidated investments |
|
|
570 |
|
|
|
438 |
|
|
|
346 |
|
Other |
|
|
3,256 |
|
|
|
2,189 |
|
|
|
1,448 |
|
|
|
|
|
27,813 |
|
|
|
20,957 |
|
|
|
17,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend revenues |
|
|
40,433 |
|
|
|
26,412 |
|
|
|
14,820 |
|
Less interest expense |
|
|
35,822 |
|
|
|
21,660 |
|
|
|
10,430 |
|
|
Net interest profit |
|
|
4,611 |
|
|
|
4,752 |
|
|
|
4,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on merger |
|
|
1,969 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Revenues |
|
|
34,393 |
|
|
|
25,709 |
|
|
|
21,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
16,989 |
|
|
|
12,398 |
|
|
|
10,662 |
|
Communications and technology |
|
|
1,842 |
|
|
|
1,604 |
|
|
|
1,457 |
|
Brokerage, clearing, and exchange fees |
|
|
1,097 |
|
|
|
856 |
|
|
|
773 |
|
Occupancy and related depreciation |
|
|
998 |
|
|
|
937 |
|
|
|
892 |
|
Professional fees |
|
|
880 |
|
|
|
723 |
|
|
|
712 |
|
Advertising and market development |
|
|
692 |
|
|
|
598 |
|
|
|
533 |
|
Expenses of consolidated investments |
|
|
380 |
|
|
|
258 |
|
|
|
231 |
|
Office supplies and postage |
|
|
226 |
|
|
|
209 |
|
|
|
202 |
|
Other |
|
|
1,020 |
|
|
|
1,043 |
|
|
|
611 |
|
|
Total Non-Interest Expenses |
|
|
24,124 |
|
|
|
18,626 |
|
|
|
16,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
From Continuing Operations Before Income Taxes |
|
|
10,269 |
|
|
|
7,083 |
|
|
|
5,746 |
|
Income tax expense |
|
|
2,876 |
|
|
|
2,070 |
|
|
|
1,377 |
|
|
|
|
|
|
|
|
|
|
|
Net Earnings From Continuing Operations |
|
|
7,393 |
|
|
|
5,013 |
|
|
|
4,369 |
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from Discontinued Operations |
|
|
157 |
|
|
|
148 |
|
|
|
90 |
|
Income tax expense |
|
|
51 |
|
|
|
45 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
Net Earnings on Discontinued Operations |
|
|
106 |
|
|
|
103 |
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings |
|
$ |
7,499 |
|
|
$ |
5,116 |
|
|
$ |
4,436 |
|
Preferred Stock Dividends |
|
|
188 |
|
|
|
70 |
|
|
|
41 |
|
|
Net Earnings Applicable to Common Stockholders |
|
$ |
7,311 |
|
|
$ |
5,046 |
|
|
$ |
4,395 |
|
|
Basic Earnings Per Common Share From Continuing Operations |
|
$ |
8.30 |
|
|
$ |
5.55 |
|
|
$ |
4.74 |
|
Basic Earnings Per Common Share From Discontinued Operations |
|
|
0.12 |
|
|
|
0.11 |
|
|
|
0.07 |
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Common Share |
|
$ |
8.42 |
|
|
$ |
5.66 |
|
|
$ |
4.81 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Common Share From Continuing Operations |
|
$ |
7.48 |
|
|
$ |
5.06 |
|
|
$ |
4.31 |
|
Diluted Earnings Per Common Share From Discontinued Operations |
|
|
0.11 |
|
|
|
0.10 |
|
|
|
0.07 |
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Common Share |
|
$ |
7.59 |
|
|
$ |
5.16 |
|
|
$ |
4.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Paid Per Common Share |
|
$ |
1.00 |
|
|
$ |
0.76 |
|
|
$ |
0.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Shares Used in Computing Earnings Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
868.1 |
|
|
|
890.7 |
|
|
|
912.9 |
|
Diluted |
|
|
963.0 |
|
|
|
977.7 |
|
|
|
1,003.8 |
|
|
See Notes to Consolidated Financial Statements.
52
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
(dollars in millions, except per share amounts) |
|
Dec. 29, 2006 |
|
|
Dec. 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
32,109 |
|
|
$ |
14,586 |
|
Cash and securities segregated for regulatory purposes or
deposited with clearing organizations |
|
|
13,449 |
|
|
|
11,949 |
|
Securities financing transactions |
|
|
|
|
|
|
|
|
Receivables under resale agreements |
|
|
178,368 |
|
|
|
163,021 |
|
Receivables under securities borrowed transactions |
|
|
118,610 |
|
|
|
92,484 |
|
|
|
|
|
296,978 |
|
|
|
255,505 |
|
|
|
|
|
|
|
|
|
|
|
Trading assets, at fair value (includes securities pledged as collateral that can
be sold or
repledged of $58,966 in 2006 and $31,471 in 2005) |
|
|
|
|
|
|
|
|
Equities and convertible debentures |
|
|
48,527 |
|
|
|
32,933 |
|
Mortgages, mortgage-backed, and asset-backed |
|
|
44,588 |
|
|
|
29,233 |
|
Corporate debt and preferred stock |
|
|
32,854 |
|
|
|
27,436 |
|
Contractual agreements |
|
|
31,913 |
|
|
|
26,216 |
|
Non-U.S. governments and agencies |
|
|
21,075 |
|
|
|
15,157 |
|
U.S. Government and agencies |
|
|
13,086 |
|
|
|
8,936 |
|
Municipals and money markets |
|
|
7,243 |
|
|
|
5,694 |
|
Commodities and related contracts |
|
|
4,562 |
|
|
|
3,105 |
|
|
|
|
|
203,848 |
|
|
|
148,710 |
|
|
|
|
|
|
|
|
|
|
|
Investment securities |
|
|
83,410 |
|
|
|
69,273 |
|
Securities received as collateral |
|
|
24,929 |
|
|
|
16,808 |
|
|
|
|
|
|
|
|
|
|
Other receivables |
|
|
|
|
|
|
|
|
Customers (net of allowance for doubtful
accounts of $41 in 2006 and $46 in 2005) |
|
|
49,427 |
|
|
|
40,451 |
|
Brokers and dealers |
|
|
18,900 |
|
|
|
12,127 |
|
Interest and other |
|
|
21,054 |
|
|
|
15,619 |
|
|
|
|
|
89,381 |
|
|
|
68,197 |
|
|
|
|
|
|
|
|
|
|
|
Loans, notes, and mortgages (net of allowance for loan losses of $478 in 2006 and
$406 in 2005) |
|
|
73,029 |
|
|
|
66,041 |
|
Separate accounts assets |
|
|
12,314 |
|
|
|
16,185 |
|
Equipment and facilities (net of accumulated depreciation and amortization of $5,213
in 2006 and $4,865 in 2005) |
|
|
2,924 |
|
|
|
2,313 |
|
Goodwill and other intangible assets |
|
|
2,457 |
|
|
|
6,035 |
|
Other assets |
|
|
6,471 |
|
|
|
5,413 |
|
|
Total Assets |
|
$ |
841,299 |
|
|
$ |
681,015 |
|
|
53 Merrill Lynch 2006 Annual Report
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions, except per share amounts) |
|
Dec. 29, 2006 |
|
|
Dec. 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Securities financing transactions |
|
|
|
|
|
|
|
|
Payables under repurchase agreements |
|
$ |
222,624 |
|
|
$ |
193,067 |
|
Payables under securities loaned transactions |
|
|
43,492 |
|
|
|
19,335 |
|
|
|
|
|
266,116 |
|
|
|
212,402 |
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
|
18,110 |
|
|
|
8,987 |
|
Deposits |
|
|
84,124 |
|
|
|
80,016 |
|
Trading liabilities, at fair value |
|
|
|
|
|
|
|
|
Contractual agreements |
|
|
38,311 |
|
|
|
28,755 |
|
Equities and convertible debentures |
|
|
23,268 |
|
|
|
19,119 |
|
Non-U.S. governments and agencies |
|
|
13,385 |
|
|
|
19,217 |
|
U.S. Government and agencies |
|
|
12,510 |
|
|
|
12,478 |
|
Corporate debt and preferred stock |
|
|
6,323 |
|
|
|
6,203 |
|
Commodities and related contracts |
|
|
3,606 |
|
|
|
2,029 |
|
Municipals, money markets and other |
|
|
1,459 |
|
|
|
1,132 |
|
|
|
|
|
98,862 |
|
|
|
88,933 |
|
|
|
|
|
|
|
|
|
|
|
Obligation to return securities received as collateral |
|
|
24,929 |
|
|
|
16,808 |
|
Other payables |
|
|
|
|
|
|
|
|
Customers |
|
|
49,414 |
|
|
|
35,619 |
|
Brokers and dealers |
|
|
24,282 |
|
|
|
19,528 |
|
Interest and other |
|
|
36,096 |
|
|
|
28,501 |
|
|
|
|
|
109,792 |
|
|
|
83,648 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities of insurance subsidiaries |
|
|
2,801 |
|
|
|
2,935 |
|
Separate accounts liabilities |
|
|
12,314 |
|
|
|
16,185 |
|
Long-term borrowings |
|
|
181,400 |
|
|
|
132,409 |
|
Junior subordinated notes (related to trust preferred securities) |
|
|
3,813 |
|
|
|
3,092 |
|
|
Total Liabilities |
|
|
802,261 |
|
|
|
645,415 |
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
841,299 |
|
|
$ |
681,015 |
|
|
See Notes to Consolidated Financial Statements.
54
Consolidated Statements of Changes in Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Last Friday in December |
|
|
|
Amounts |
|
|
Shares |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
Preferred Stock, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
$ |
2,673 |
|
|
$ |
630 |
|
|
$ |
425 |
|
|
|
89,685 |
|
|
|
21,000 |
|
|
|
42,500 |
|
Issuances |
|
|
374 |
|
|
|
2,143 |
|
|
|
630 |
|
|
|
12,000 |
|
|
|
72,000 |
|
|
|
21,000 |
|
Redemptions |
|
|
|
|
|
|
|
|
|
|
(425 |
) |
|
|
|
|
|
|
|
|
|
|
(42,500 |
) |
Shares (repurchased) re-issuances |
|
|
98 |
|
|
|
(100 |
) |
|
|
|
|
|
|
3,243 |
|
|
|
(3,315 |
) |
|
|
|
|
|
|
|
Balance, end of year |
|
|
3,145 |
|
|
|
2,673 |
|
|
|
630 |
|
|
|
104,928 |
|
|
|
89,685 |
|
|
|
21,000 |
|
|
|
|
Common Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Exchangeable into Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
41 |
|
|
|
41 |
|
|
|
43 |
|
|
|
2,707,797 |
|
|
|
2,782,712 |
|
|
|
2,899,923 |
|
Exchanges |
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
(47,871 |
) |
|
|
(74,915 |
) |
|
|
(117,211 |
) |
|
|
|
Balance, end of year |
|
|
39 |
|
|
|
41 |
|
|
|
41 |
|
|
|
2,659,926 |
|
|
|
2,707,797 |
|
|
|
2,782,712 |
|
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
1,531 |
|
|
|
1,465 |
|
|
|
1,417 |
|
|
|
1,148,714,008 |
|
|
|
1,098,991,806 |
|
|
|
1,063,205,274 |
|
Shares issued to employees |
|
|
89 |
|
|
|
66 |
|
|
|
48 |
|
|
|
66,666,998 |
|
|
|
49,722,202 |
|
|
|
35,786,532 |
|
|
|
|
Balance, end of year |
|
|
1,620 |
|
|
|
1,531 |
|
|
|
1,465 |
|
|
|
1,215,381,006 |
|
|
|
1,148,714,008 |
|
|
|
1,098,991,806 |
|
|
|
|
Paid-in Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
13,320 |
|
|
|
11,460 |
|
|
|
10,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock plan activity |
|
|
2,351 |
|
|
|
1,173 |
|
|
|
891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of employee stock grants |
|
|
3,248 |
|
|
|
687 |
|
|
|
516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
|
18,919 |
|
|
|
13,320 |
|
|
|
11,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other Comprehensive Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Currency Translation Adjustment
(net of tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
(507 |
) |
|
|
(289 |
) |
|
|
(301 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustment |
|
|
77 |
|
|
|
(218 |
) |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
|
(430 |
) |
|
|
(507 |
) |
|
|
(289 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Unrealized Gains (Losses) on Investment Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale Securities (net of tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
(181 |
) |
|
|
(91 |
) |
|
|
(111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on
available-for-sale |
|
|
(15 |
) |
|
|
(156 |
) |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other adjustments(1) |
|
|
4 |
|
|
|
66 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
|
(192 |
) |
|
|
(181 |
) |
|
|
(91 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Gains (losses) on Cash Flow Hedges
(net of tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
(3 |
) |
|
|
21 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred gains on cash flow hedges |
|
|
5 |
|
|
|
(24 |
) |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
|
2 |
|
|
|
(3 |
) |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension and postretirement plans
(net of tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
(153 |
) |
|
|
(122 |
) |
|
|
(150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension liability adjustment |
|
|
(76 |
) |
|
|
(31 |
) |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to initially apply SFAS 158(2) |
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
|
(164 |
) |
|
|
(153 |
) |
|
|
(122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
|
(784 |
) |
|
|
(844 |
) |
|
|
(481 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
26,824 |
|
|
|
22,485 |
|
|
|
18,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
|
7,499 |
|
|
|
5,116 |
|
|
|
4,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends declared |
|
|
(188 |
) |
|
|
(70 |
) |
|
|
(41 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock dividends declared |
|
|
(918 |
) |
|
|
(707 |
) |
|
|
(602 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year |
|
|
33,217 |
|
|
|
26,824 |
|
|
|
22,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Stock, at cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
(7,945 |
) |
|
|
(4,230 |
) |
|
|
(1,195 |
) |
|
|
(233,112,271 |
) |
|
|
(170,955,057 |
) |
|
|
(117,294,392 |
) |
Shares repurchased |
|
|
(9,088 |
) |
|
|
(3,700 |
) |
|
|
(2,968 |
) |
|
|
(116,610,876 |
) |
|
|
(63,068,200 |
) |
|
|
(54,029,600 |
) |
Shares issued to (reacquired from) employees(3) |
|
|
(89 |
) |
|
|
(18 |
) |
|
|
(74 |
) |
|
|
(1,021,995 |
) |
|
|
836,071 |
|
|
|
251,724 |
|
Share exchanges |
|
|
4 |
|
|
|
3 |
|
|
|
7 |
|
|
|
47,871 |
|
|
|
74,915 |
|
|
|
117,211 |
|
|
|
|
Balance, end of year |
|
|
(17,118 |
) |
|
|
(7,945 |
) |
|
|
(4,230 |
) |
|
|
(350,697,271 |
) |
|
|
(233,112,271 |
) |
|
|
(170,955,057 |
) |
|
|
|
Total Common Stockholders Equity |
|
|
35,893 |
|
|
|
32,927 |
|
|
|
30,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholders Equity |
|
$ |
39,038 |
|
|
$ |
35,600 |
|
|
$ |
31,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other adjustments relate to policyholder liabilities, deferred policy acquisition costs,
and income taxes. |
(2) |
|
For the initial year of application, the adjustment is not reflected on the Statement of
Comprehensive Income. |
(3) |
|
Share amounts are net of reacquisitions from employees of 6,622,887 shares, 4,360,607 shares
and 4,982,481 shares in 2006, 2005 and 2004, respectively. |
See Notes to Consolidated Financial Statements |
55 Merrill Lynch 2006 Annual Report
|
|
|
Consolidated Statements of Comprehensive Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Last Friday in December |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings |
|
$ |
7,499 |
|
|
$ |
5,116 |
|
|
$ |
4,436 |
|
Other Comprehensive Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gains (losses) |
|
|
(366 |
) |
|
|
129 |
|
|
|
(359 |
) |
Income tax (expense) benefit |
|
|
443 |
|
|
|
(347 |
) |
|
|
371 |
|
|
Total |
|
|
77 |
|
|
|
(218 |
) |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gains (losses) on investment securities
available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding gains (losses) arising during
the period |
|
|
(16 |
) |
|
|
184 |
|
|
|
365 |
|
Reclassification adjustment for realized (gains) losses included
in net earnings |
|
|
1 |
|
|
|
(340 |
) |
|
|
(335 |
) |
|
Net unrealized gains (losses) on investment securities
available-for-sale |
|
|
(15 |
) |
|
|
(156 |
) |
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
Policyholder liabilities |
|
|
1 |
|
|
|
12 |
|
|
|
19 |
|
Deferred policy acquisition costs |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
Income tax (expense) benefit |
|
|
3 |
|
|
|
56 |
|
|
|
(29 |
) |
|
Total |
|
|
(11 |
) |
|
|
(90 |
) |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred gains (losses) on cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred gains (losses) on cash flow hedges |
|
|
9 |
|
|
|
(2 |
) |
|
|
(7 |
) |
Reclassification adjustment for realized losses (gains)
included in net earnings |
|
|
(2 |
) |
|
|
(23 |
) |
|
|
10 |
|
Income tax (expense) benefit |
|
|
(2 |
) |
|
|
1 |
|
|
|
7 |
|
|
Total |
|
|
5 |
|
|
|
(24 |
) |
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit pension and postretirement plans: |
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension liability adjustment |
|
|
(110 |
) |
|
|
(46 |
) |
|
|
38 |
|
Income tax (expense) benefit |
|
|
34 |
|
|
|
15 |
|
|
|
(10 |
) |
|
Total |
|
|
(76 |
) |
|
|
(31 |
) |
|
|
28 |
|
|
Total Other Comprehensive Income (Loss) |
|
|
(5 |
) |
|
|
(363 |
) |
|
|
70 |
|
|
Comprehensive Income |
|
$ |
7,494 |
|
|
$ |
4,753 |
|
|
$ |
4,506 |
|
|
See Notes to Consolidated Financial Statements
56
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Last Friday in December |
|
(dollars in millions) |
|
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 |
|
|
(1,969 |
) |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
523 |
|
|
|
473 |
|
|
|
506 |
|
Share-based compensation expense |
|
|
3,156 |
|
|
|
1,003 |
|
|
|
876 |
|
Deferred taxes |
|
|
(360 |
) |
|
|
232 |
|
|
|
2 |
|
Policyholder reserves |
|
|
123 |
|
|
|
129 |
|
|
|
144 |
|
Undistributed earnings from equity investments |
|
|
(421 |
) |
|
|
(417 |
) |
|
|
(400 |
) |
Other |
|
|
922 |
|
|
|
888 |
|
|
|
23 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Trading assets |
|
|
(55,392 |
) |
|
|
25,902 |
|
|
|
(46,918 |
) |
Cash and securities segregated for regulatory purposes or deposited
with clearing organizations |
|
|
(1,019 |
) |
|
|
3,259 |
|
|
|
(5,466 |
) |
Receivables under resale agreements |
|
|
(15,346 |
) |
|
|
(84,166 |
) |
|
|
(17,835 |
) |
Receivables under securities borrowed transactions |
|
|
(26,126 |
) |
|
|
2,014 |
|
|
|
(38,426 |
) |
Customer receivables |
|
|
(9,562 |
) |
|
|
(2,217 |
) |
|
|
(7,041 |
) |
Brokers and dealers receivables |
|
|
(6,825 |
) |
|
|
(19 |
) |
|
|
(4,768 |
) |
Proceeds from loans, notes, and mortgages held for sale |
|
|
41,317 |
|
|
|
31,255 |
|
|
|
29,399 |
|
Other changes in loans, notes, and mortgages held for sale |
|
|
(47,670 |
) |
|
|
(34,554 |
) |
|
|
(30,731 |
) |
Trading liabilities |
|
|
(6,097 |
) |
|
|
(17,007 |
) |
|
|
14,447 |
|
Payables under repurchase agreements |
|
|
29,557 |
|
|
|
44,386 |
|
|
|
58,846 |
|
Payables under securities loaned transactions |
|
|
24,157 |
|
|
|
(2,901 |
) |
|
|
11,155 |
|
Customer payables |
|
|
13,795 |
|
|
|
1,238 |
|
|
|
12,141 |
|
Brokers and dealers payables |
|
|
4,791 |
|
|
|
(605 |
) |
|
|
1,024 |
|
Other, net |
|
|
5,533 |
|
|
|
(2,889 |
) |
|
|
2,962 |
|
|
Cash used for operating activities |
|
|
(39,414 |
) |
|
|
(28,880 |
) |
|
|
(15,624 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Maturities of available-for-sale securities |
|
|
13,222 |
|
|
|
25,452 |
|
|
|
26,602 |
|
Sales of available-for-sale securities |
|
|
16,176 |
|
|
|
36,574 |
|
|
|
27,983 |
|
Purchases of available-for-sale securities |
|
|
(31,357 |
) |
|
|
(51,283 |
) |
|
|
(54,498 |
) |
Sales and maturities of held-to-maturity securities |
|
|
18 |
|
|
|
16 |
|
|
|
37 |
|
Purchases of held-to-maturity securities |
|
|
(15 |
) |
|
|
|
|
|
|
(4 |
) |
Loans, notes, and mortgages held for investment |
|
|
(681 |
) |
|
|
(9,678 |
) |
|
|
(902 |
) |
Transfer of cash balances related to merger |
|
|
(651 |
) |
|
|
|
|
|
|
|
|
Other investments and other assets |
|
|
(6,546 |
) |
|
|
(1,442 |
) |
|
|
(1,854 |
) |
Equipment and facilities, net |
|
|
(1,174 |
) |
|
|
(278 |
) |
|
|
(402 |
) |
|
Cash used for investing activities |
|
|
(11,008 |
) |
|
|
(639 |
) |
|
|
(3,038 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
|
9,123 |
|
|
|
(154 |
) |
|
|
(1,670 |
) |
Deposits |
|
|
4,108 |
|
|
|
270 |
|
|
|
289 |
|
Issuance and resale of long-term borrowings |
|
|
87,814 |
|
|
|
49,703 |
|
|
|
50,535 |
|
Settlement and repurchase of long-term borrowings |
|
|
(42,545 |
) |
|
|
(31,195 |
) |
|
|
(23,231 |
) |
Derivative financing transactions |
|
|
16,259 |
|
|
|
6,347 |
|
|
|
6,642 |
|
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 |
|
|
67,945 |
|
|
|
23,315 |
|
|
|
29,789 |
|
|
Increase (decrease) in cash and cash equivalents |
|
|
17,523 |
|
|
|
(6,204 |
) |
|
|
11,127 |
|
Cash and cash equivalents, beginning of year |
|
|
14,586 |
|
|
|
20,790 |
|
|
|
9,663 |
|
|
Cash and cash equivalents, end of year |
|
$ |
32,109 |
|
|
$ |
14,586 |
|
|
$ |
20,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
2,638 |
|
|
$ |
1,443 |
|
|
$ |
661 |
|
Interest |
|
|
35,685 |
|
|
|
21,519 |
|
|
|
10,345 |
|
|
Non-cash investing and financing activities:
The investment recorded in connection with the merger of the MLIM business with BlackRock (See Note
2) totaled $7.7 billion. The book value of net asset transfers, derecognition of goodwill and other
adjustments totaled $4.9 billion.
See Notes to Consolidated Financial Statements.
57 Merrill Lynch 2006 Annual Report
|
|
|
Notes to Consolidated Financial Statements
|
|
|
NOTE 1 Summary of Significant Accounting Policies
Description of Business
Merrill Lynch & Co., Inc. (ML & Co.) and together with its subsidiaries, (Merrill Lynch,
we, our, or us) provide investment, financing, insurance, and related services to individuals
and institutions on a global basis through its broker, dealer, banking, insurance, and other
financial services subsidiaries. Its principal subsidiaries include:
§ |
|
Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S), a U.S.-based broker-dealer in securities and futures commission merchant; |
|
§ |
|
Merrill Lynch International (MLI), a U.K.-based broker-dealer in securities and dealer in equity and credit derivatives; |
|
§ |
|
Merrill Lynch Government Securities Inc. (MLGSI), a U.S.-based dealer in U.S. Government securities; |
|
§ |
|
Merrill Lynch Capital Services, Inc., a U.S.-based dealer in interest rate, currency, credit derivatives and commodities; |
|
§ |
|
Merrill Lynch Bank USA (MLBUSA), a U.S.-based, state chartered, Federal Deposit Insurance Corporation (FDIC)-insured depository institution; |
|
§ |
|
Merrill Lynch Bank & Trust Co., FSB (MLBT-FSB), a U.S.-based, federally chartered, FDIC-insured depository institution; |
|
§ |
|
Merrill Lynch International Bank Limited (MLIB), an Ireland-based bank; |
|
§ |
|
Merrill Lynch Mortgage Capital, Inc., a U.S.-based dealer in syndicated commercial loans; |
|
§ |
|
Merrill Lynch Japan Securities Co., Ltd. (MLJS), a Japan-based broker-dealer; |
|
§ |
|
Merrill Lynch Life Insurance Company (MLLIC), a U.S.-based provider of annuity products; |
|
§ |
|
ML Life Insurance Company of New York (ML Life), a U.S.-based provider of annuity products; |
|
§ |
|
Merrill Lynch Derivative Products, AG, a Switzerland-based derivatives dealer; and |
|
§ |
|
ML IBK Positions Inc., a U.S.-based entity involved in private equity and principal investing. |
Services provided to clients by Merrill Lynch and other activities include:
§ |
|
Securities brokerage, trading and underwriting; |
|
§ |
|
Investment banking, strategic advisory services (including mergers and acquisitions) and other corporate finance activities; |
|
§ |
|
Wealth management products and services, including financial, retirement and generational planning; |
|
§ |
|
Investment management and advisory and related record-keeping services; |
|
§ |
|
Origination, brokerage, dealer, and related activities in swaps, options, forwards,
exchange-traded futures, other derivatives, commodities and foreign exchange products; |
|
§ |
|
Securities clearance, settlement financing services and prime brokerage; |
|
§ |
|
Private equity and other principal investing activities; |
|
§ |
|
Proprietary trading of securities, derivatives and loans; |
|
§ |
|
Banking, trust, and lending services, including deposit-taking, consumer and commercial lending, including mortgage loans, and related services; |
|
§ |
|
Insurance and annuities sales; and |
|
§ |
|
Research across the following disciplines: global fundamental equity research, global fixed
income and equity-linked research, global economics and foreign exchange research and global
investment strategy. |
Basis of Presentation
The Consolidated Financial Statements include the accounts of Merrill Lynch and its
subsidiaries. The Consolidated Financial Statements are presented in accordance with U.S. Generally
Accepted Accounting Principles, which include industry practices. Intercompany transactions and
balances have been eliminated.
The Consolidated Financial Statements are presented in U.S. dollars. Many non-U.S. subsidiaries
have a functional currency (i.e., the currency in which activities are primarily conducted) that is
other than the U.S. dollar, often the currency of the country in which a subsidiary is domiciled.
Subsidiaries assets and liabilities are translated to U.S. dollars at year-end exchange rates,
while revenues and expenses are translated at average exchange rates during the year. Adjustments
that result from translating amounts in a subsidiarys functional currency and related hedging, net
of related tax effects, are reported in stockholders equity as a component of accumulated other
comprehensive loss. All other translation adjustments are included in earnings. Merrill Lynch uses
derivatives to manage the currency exposure arising from activities in non-U.S. subsidiaries. See
the Derivatives section for additional information on accounting for derivatives.
58
During the second quarter of 2006, Merrill Lynch began reporting cash flows from loans held
for sale as operating activities, whereas in prior periods, these cash flows were classified as
investing activities. Merrill Lynch corrected the previously presented cash flows for these loans
to conform to U.S. Generally Accepted Accounting Principles. All prior period amounts have been
restated to conform to this presentation.
During the fourth quarter of 2006, Merrill Lynch began reporting its master note program borrowings
as secured short-term borrowings, whereas in prior periods, these borrowings were classified as
payables under repurchase agreements. The impact on the December 30, 2005 balance sheet was $5.1
billion. In addition, Merrill Lynch has restated all prior period cash flows to conform to this
presentation.
Merrill Lynch offers a broad array of products and services to its diverse client base of
individuals, small to mid-size businesses, employee benefit plans, corporations, financial
institutions, and governments around the world. These products and services are offered from a
number of locations around the world. In some cases, the same or similar products and services may
be offered to both individual and institutional clients, utilizing the same infrastructure. In
other cases, a single infrastructure may be used to support multiple products and services offered
to clients. When Merrill Lynch analyzes its profitability, it does not focus on the profitability
of a single product or service. Instead, Merrill Lynch looks at the profitability of businesses
offering an array of products and services to various types of clients. The profitability of the
products and services offered to individuals, small to mid-size businesses, and employee benefit
plans is analyzed separately from the profitability of products and services offered to
corporations, financial institutions, and governments, regardless of whether there is commonality
in products and services infrastructure. As such, Merrill Lynch does not separately disclose the
costs associated with the products and services sold or general and administrative costs, in total
or by product.
When pricing its various products and services, Merrill Lynch considers multiple factors, including
prices being offered in the market for similar products and services, the competitiveness of its
pricing compared to competitors, the profitability of its businesses and its overall profitability,
as well as the profitability, creditworthiness, and importance of the overall client relationships.
Expenses which are incurred to support products and services and infrastructures shared by
businesses are allocated to the businesses based on various methodologies which may include
headcount, square footage, and certain other criteria. Similarly, certain revenues may be shared
based upon agreed methodologies. When looking at the profitability of various businesses, Merrill
Lynch considers all expenses incurred, including overhead and the costs of shared services, as all
are considered integral to the operation of the businesses.
Discontinued Operations
On August 13, 2007, Merrill Lynch announced that it had agreed to sell Merrill Lynch Life Insurance
Company and ML Life Insurance Company of New York (together Merrill Lynch Insurance Group or
MLIG). Consequently, the financial results of MLIG are reported as discontinued operations for
all periods presented. The results of MLIG were formerly reported in the Global Wealth Management
business segment. Refer to Note 18 to the Consolidated Financial Statements for additional
information.
Consolidation Accounting Policies
The Consolidated Financial Statements include the accounts of Merrill Lynch, whose
subsidiaries are generally controlled through a majority voting interest. In certain cases, Merrill
Lynch subsidiaries may also be consolidated based on a risks and rewards approach. Merrill Lynch
does not consolidate those special purpose entities that meet the criteria of a qualified special
purpose entity (QSPE).
Merrill Lynch determines whether it is required to consolidate an entity by first evaluating
whether the entity qualifies as a voting rights entity (VRE), a variable interest entity (VIE),
or a QSPE.
VREs In accordance with the guidance in Financial Accounting Standards Board (FASB)
Interpretation No. 46, Consolidation of Variable Interest Entities an interpretation of ARB No.
51 (FIN 46R), VREs consolidated by Merrill Lynch have both equity at risk that is sufficient to
fund future operations and have equity investors with decision making ability that absorb the
majority of the expected losses and expected returns of the entity. In accordance with Statement of
Financial Accounting Standards (SFAS) No. 94, Consolidation of All Majority-Owned Subsidiaries
(SFAS No. 94), Merrill Lynch generally consolidates those VREs where it holds a controlling
financial interest. For investments in limited partnerships and certain limited liability
corporations that Merrill Lynch does not control, Merrill Lynch applies Emerging Issues Task Force
Topic D-46, Accounting for Limited Partnership Investments, which requires use of the equity method
of accounting for investors that have more than a minor influence, which is typically defined as an
investment of greater than 3% of the outstanding equity in the entity. For more traditional
corporate structures, Merrill Lynch applies the guidance in Accounting Principles Board Opinion No.
18, The Equity Method of Accounting for Investments in Common Stock, where Merrill Lynch has
significant influence over the investee, which can be evidenced by a significant ownership interest
(i.e., generally defined as ownership and voting interest of 20% to 50%), significant board of
director representation, or other contracts and arrangements.
VIEs Those entities that do not meet the criteria of a VRE as defined in FIN 46R are generally
analyzed for consolidation as VIEs or QSPEs. Merrill Lynch consolidates those VIEs in which it
absorbs the majority of the expected returns and/or the expected losses of the entity as required
by FIN 46R. As discussed in the Use of Estimates section, Merrill Lynch relies on a quantitative
and/or qualitative analysis, including an analysis of the purpose of the design of the entity, to
determine whether it is the primary beneficiary of the VIE and therefore must consolidate the
entity.
QSPEs QSPEs are passive entities with significantly limited permitted activities. QSPEs are
generally used as securitization vehicles and are limited in the type of assets they may hold, the
derivatives that they can enter into and the level of discretion they may exercise through
servicing activities. In accordance with SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities, and FIN 46R, Merrill Lynch does not consolidate
QSPEs.
59 Merrill Lynch 2006 Annual Report
Use of Estimates
In presenting the Consolidated Financial Statements, management makes estimates regarding:
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Valuations of assets and liabilities requiring fair value estimates including: |
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Trading inventory and investment securities; |
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Private equity and principal investments; |
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Loans and allowance for loan losses; |
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The outcome of litigation; |
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The realization of deferred taxes and tax reserves; |
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Assumptions and cash flow projections used in determining whether VIEs should be consolidated and
the determination of the qualifying status of special purpose entities; |
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The carrying amount of goodwill and other intangible assets; |
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The amortization period of intangible assets with definite lives; |
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Valuation of share-based payment compensation arrangements; |
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Insurance reserves and recovery of insurance deferred acquisition costs; and |
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Other matters that affect the reported amounts and disclosure of contingencies in the financial statements. |
Estimates, by their nature, are based on judgment and available information. Therefore, actual
results could differ from those estimates and could have a material impact on the Consolidated
Financial Statements, and it is possible that such changes could occur in the near term. A
discussion of certain areas in which estimates are a significant component of the amounts reported
in the Consolidated Financial Statements follows:
Trading Assets and Liabilities
Trading assets and liabilities are accounted for at fair value with realized and unrealized
gains and losses reported in earnings. Fair values of trading securities are based on quoted market
prices, pricing models (utilizing indicators of general market conditions and other economic
measurements), or managements estimates of amounts to be realized on settlement, assuming current
market conditions and an orderly disposition over a reasonable period of time. Estimating the fair
value of certain illiquid securities requires significant management judgment. Merrill Lynch values
trading security assets at the institutional bid price and recognizes bid-offer revenues when
assets are sold. Trading security liabilities are valued at the institutional offer price and
bid-offer revenues are recognized when the positions are closed.
Fair values for over-the-counter (OTC) derivative financial instruments, principally forwards,
options, and swaps, represent the present value of amounts estimated to be received from or paid to
a third-party in settlement of these instruments. These derivatives are valued using pricing models
based on the net present value of estimated future cash flows and directly observed prices from
exchange-traded derivatives, other OTC trades, or external pricing services, while taking into
account the counterpartys credit ratings, or Merrill Lynchs own credit ratings, as appropriate.
Obtaining the fair value for OTC derivatives contracts requires the use of management judgment and
estimates.
New and/or complex instruments may have immature or limited markets. As a result, the pricing
models used for valuation often incorporate significant estimates and assumptions, which may impact
the results of operations reported in the Consolidated Financial Statements. For long-dated and
illiquid contracts, extrapolation methods are applied to observed market data in order to estimate
inputs and assumptions that are not directly observable. This enables Merrill Lynch to
mark-to-market all positions consistently when only a subset of prices are directly observable.
Values for OTC derivatives are verified using observed information about the costs of hedging the
risk and other trades in the market. As the markets for these products develop, Merrill Lynch
continually refines its pricing models based on experience to correlate more closely to the market
risk of these instruments. Unrealized gains at the inception of the derivative contract are not
recognized unless the valuation model incorporates significant observable market inputs.
Valuation adjustments are an integral component of the fair valuation process and may be taken
where either the sheer size of the trade or other specific features of the trade or particular
market (such as counterparty credit quality or concentration or market liquidity) requires the
valuation to be based on more than simple application of the pricing models.
Investment Securities
ML & Co. and certain of its non-broker-dealer subsidiaries follow the guidance prescribed by
SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, when accounting for
investments in debt and publicly traded equity securities. Merrill Lynch classifies those debt
securities that it has the intent and ability to hold to maturity as held-to-maturity securities,
which are carried at cost unless a decline in value is deemed other-than-temporary, in which case
the carrying value is reduced. Those securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading and marked to fair value through
earnings. All other qualifying securities are classified as available-for-sale with unrealized
gains and losses reported in accumulated other comprehensive loss. Any unrealized losses deemed
other-than-temporary are included in current period earnings and removed from accumulated other
comprehensive loss.
60
Investment securities are reviewed for other-than-temporary impairment on a quarterly basis.
The determination of other-than-temporary impairment will often depend on several factors,
including the severity and duration of the decline in value of the investment securities and the
financial condition of the issuer, and requires judgment. To the extent that Merrill Lynch has the
ability and intent to hold the investments for a period of time sufficient for a forecasted market
price recovery up to or beyond the cost of the investment, no impairment charge will be recognized.
Restricted Investments
Merrill Lynch holds investments that may have quoted market prices but that are subject to
restrictions (e.g., requires consent of the issuer or other investors to sell) that may limit
Merrill Lynchs ability to realize the quoted market price. Restricted investments may be recorded
in either trading assets or investment securities. Merrill Lynch estimates the fair value of these
securities taking into account the restrictions, which may result in a fair value for a security
that is less than its quoted market price.
Private Equity Investments
Certain private equity investments are held at fair value. Private equity investments that
have defined exit strategies and are held for capital appreciation and/or current income are
accounted for under the AICPA Accounting and Auditing Guide, Investment Companies (Investment
Company Guide) and carried at fair value. Investments are initially carried at original cost, and
are adjusted when changes in the underlying fair values are readily ascertainable, generally based
on specific events (for example recapitalizations and initial public offerings (IPOs)), or
expected cash flows and market comparables of similar companies.
Loans and Allowance for Loan Losses
Certain loans held by Merrill Lynch are carried at fair value or lower of cost or market
(LOCOM), and estimation is required in determining these fair values. The fair value of loans
made in connection with commercial lending activity, consisting primarily of senior debt, is
primarily estimated using discounted cash flows or the market value of publicly issued debt
instruments. Merrill Lynchs estimate of fair value for other loans, notes, and mortgages is
determined based on the individual loan characteristics. For certain homogeneous categories of
loans, including residential mortgages and home equity loans, fair value is estimated using market
price quotations or previously executed transactions for securities backed by similar loans,
adjusted for credit risk and other individual loan characteristics. For Merrill Lynchs
variable-rate loan receivables, carrying value approximates fair value.
Loans held for investment are carried at cost, less a provision for loan losses. This provision for
loan losses is based on managements estimate of the amount necessary to maintain the allowance at
a level adequate to absorb probable incurred loan losses. Managements estimate of loan losses is
influenced by many factors, including adverse situations that may affect the borrowers ability to
repay, current economic conditions, prior loan loss experience, and the estimated fair value of any
underlying collateral. The fair value of collateral is generally determined by third-party
appraisals in the case of residential mortgages or quoted market prices for securities, or
estimates of fair value for other assets. Managements estimates of loan losses include
considerable judgment about collectibility based on available facts and evidence at the balance
sheet date, and the uncertainties inherent in those assumptions. While management uses the best
information available on which to base its estimates, future adjustments to the allowance may be
necessary based on changes in the economic environment or variances between actual results and the
original assumptions used by management.
Legal and Other Reserves
Merrill Lynch is a party in various actions, some of which involve claims for substantial
amounts. Amounts are accrued for the financial resolution of claims that have either been asserted
or are deemed probable of assertion if, in the opinion of management, it is both probable that a
liability has been incurred and the amount of the liability can be reasonably estimated. In many
cases, it is not possible to determine whether a liability has been incurred or to estimate the
ultimate or minimum amount of that liability until years after the litigation has been commenced,
in which case no accrual is made until that time. Accruals are subject to significant estimation by
management with input from outside counsel.
Income Taxes
Merrill Lynch provides for income taxes on all transactions that have been recognized in the
Consolidated Financial Statements in accordance with SFAS No. 109 Accounting for Income Taxes.
Accordingly, deferred taxes are adjusted to reflect the tax rates at which future taxable amounts
will likely be settled or realized. The effects of tax rate changes on future deferred tax
liabilities and deferred tax assets, as well as other changes in income tax laws, are recognized in
net earnings in the period during which such changes are enacted. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts expected to be realized.
Merrill Lynch assesses its ability to realize deferred tax assets primarily based on the earnings
history and future earnings potential of the legal entities through which the deferred tax assets
will be realized as discussed in SFAS No. 109, Accounting for Income Taxes. See Note 15 to the
Consolidated Financial Statements for further discussion of income taxes.
ML & Co. and certain of its wholly-owned subsidiaries file a consolidated U.S. federal income tax
return. Certain other Merrill Lynch entities file tax returns in their local jurisdictions.
61 Merrill Lynch 2006 Annual Report
Variable Interest Entities
In the normal course of business, Merrill Lynch enters into a variety of transactions with
VIEs. The applicable accounting guidance requires Merrill Lynch to perform a qualitative and/or
quantitative analysis of a VIE to determine whether it is the primary beneficiary of the VIE and
therefore must consolidate the VIE. In performing this analysis, Merrill Lynch makes assumptions
regarding future performance of assets held by the VIE, taking into account estimates of credit
risk, estimates of the fair value of assets, timing of cash flows, and other significant factors.
It should also be noted that although a VIEs actual results may differ from projected outcomes, a
revised consolidation analysis is not required. If a VIE meets the conditions to be considered a
QSPE, it is not required to be consolidated by Merrill Lynch. A QSPEs activities must be
significantly limited. A servicer of the assets held by a QSPE may have discretion in restructuring
or working out assets held by the QSPE as long as the discretion is significantly limited and the
parameters of that discretion are fully described in the legal documents that established the QSPE.
Determining whether the activities of a QSPE and its servicer meet these conditions requires the
use of judgment by management.
Goodwill and Other Intangibles
Merrill Lynch makes certain subjective and complex judgments with respect to its goodwill and
other intangible assets. These include assumptions and estimates used to determine the fair value
of its reporting units. Reporting unit fair value is measured based on the market approach, using
market-multiple analyses. Merrill Lynch also makes assumptions and estimates in valuing its
intangible assets and determining the useful lives of its intangible assets with definite lives.
Employee Stock Options
The fair value of stock options is estimated as of the grant date based on a Black-Scholes
option pricing model. The Black-Scholes model takes into account the exercise price and expected
life of the option, the current price of the underlying stock and its expected volatility, expected
dividends, and the risk-free interest rate for the expected term of the option. Judgment is
required in determining certain of the inputs to the model. The expected life of the option is
based on an analysis of historical employee exercise behavior. The expected volatility is based on
Merrill Lynchs historical monthly stock price volatility for the same number of months as the
expected life of the option. The fair value of the option estimated at grant date is not adjusted
for subsequent changes in assumptions.
Insurance Reserves and Deferred Acquisition Costs Relating to Insurance Policies
Merrill Lynch records reserves related to life insurance and annuity contracts. Included in
these reserves is a mortality reserve that is determined by projecting expected guaranteed benefits
under multiple scenarios. Merrill Lynch uses estimates for mortality and surrender assumptions
based on actual and projected experience for each contract type. These estimates are consistent
with the estimates used in the calculation of deferred policy acquisition costs.
Merrill Lynch records deferred policy acquisition costs that are amortized in proportion to the
estimated future gross profits for each group of contracts over the anticipated life of the
insurance contracts, utilizing an effective yield methodology. These future gross profit estimates
are subject to periodic evaluation by Merrill Lynch, with necessary revisions applied against
amortization to date.
Fair Value
At December 29, 2006, $774 billion, or 92%, of Merrill Lynchs total assets and $775 billion,
or 97%, of Merrill Lynchs total liabilities were carried at fair value or at amounts that
approximate fair value. At December 30, 2005, $613 billion, or 90%, of Merrill Lynchs total assets
and $622 billion, or 96%, of Merrill Lynchs total liabilities were carried at fair value or at
amounts that approximate such values. Financial instruments that are carried at fair value include
cash and cash equivalents, cash and securities segregated for regulatory purposes or deposited with
clearing organizations, trading assets and liabilities, securities received as collateral and
obligations to return securities received as collateral, available-for-sale and trading securities
included in investment securities, certain private equity investments, certain investments of
insurance subsidiaries and certain other investments.
Financial instruments recorded at amounts that approximate fair value include receivables under
resale agreements, receivables under securities borrowed transactions, other receivables, payables
under repurchase agreements, payables under securities loaned transactions, commercial paper and
other short-term borrowings, deposits, other payables, and certain long-term borrowings. The fair
value of these items is not materially sensitive to shifts in market interest rates because of the
short-term nature of many of these instruments and/or their variable interest rates.
The fair value amounts for financial instruments are disclosed in each respective Note to the
Consolidated Financial Statements.
Revenue Recognition
Principal transactions revenues include both realized and unrealized gains and losses on
trading assets and trading liabilities and investment securities classified as trading investments.
Realized gains and losses are recognized on a trade date basis.
Managed accounts and other fee-based revenues primarily consist of asset-priced portfolio service
fees earned from the administration of separately managed and other investment accounts for retail
investors, annual account fees, and certain other account-related fees.
62
In addition, until the BlackRock merger at the end of the third quarter of 2006, managed
accounts and other fee-based revenues also included fees earned from the management and
administration of retail mutual funds and institutional funds such as pension assets, and
performance fees earned on certain separately managed accounts and institutional money management
arrangements.
Commissions revenues includes commissions, mutual fund distribution fees and contingent deferred
sales charge revenue, which are all accrued as earned. Commissions revenues also includes mutual
fund redemption fees, which are recognized at the time of redemption. Commissions revenues earned
from certain customer equity transactions are recorded net of related brokerage, clearing and
exchange fees.
Investment banking revenues include underwriting revenues and fees for merger and acquisition
advisory services, which are accrued when services for the transactions are substantially
completed. Transaction-related expenses are deferred to match revenue recognition. Investment
banking and advisory services revenues are presented net of transaction-related expenses.
Revenues from consolidated investments and expenses of consolidated investments are related to
investments that are consolidated under SFAS No. 94 and FIN 46R. Expenses of consolidated
investments primarily consist of minority interest expense and are part of Merrill Lynchs private
equity and principal investment activities.
Other revenues include fair value adjustments to Merrill Lynchs private equity investments,
earnings from investments accounted for using the equity method and other miscellaneous revenues.
Balance Sheet Captions
The following are descriptions of specific balance sheet captions. Refer to the related Notes
to the Consolidated Financial Statements for additional information.
Cash and Cash Equivalents
Merrill Lynch defines cash equivalents as short-term, highly liquid securities, federal funds
sold, and interest-earning deposits with maturities, when purchased, of 90 days or less, that are
not used for trading purposes.
Cash and Securities Segregated for Regulatory Purposes or Deposited with Clearing Organizations
Merrill Lynch maintains relationships with clients around the world and, as a result, it is
subject to various regulatory regimes. As a result of its client activities, Merrill Lynch is
obligated by rules mandated by its primary regulators, including the Securities and Exchange
Commission (SEC) and the Commodities Futures Trading Commission (CFTC) in the United States and
the Financial Services Authority (FSA) in the United Kingdom to segregate or set aside cash
and/or qualified securities to satisfy these regulations, which have been promulgated to protect
customer assets. In addition, Merrill Lynch is a member of various clearing organizations at which
it maintains cash and/or securities required for the conduct of its day-to-day clearance
activities.
Securities Financing Transactions
Merrill Lynch enters into repurchase and resale agreements and securities borrowed and loaned
transactions to accommodate customers (also referred to as matched-book transactions), and earn
residual interest rate spreads, obtain securities for settlement and finance inventory positions.
Merrill Lynch also engages in securities financing for customers through margin lending (see the
customer receivables and payables section).
Resale and repurchase agreements are accounted for as collateralized financing transactions and are
recorded at their contractual amounts plus accrued interest. Merrill Lynchs policy is to obtain
possession of collateral with a market value equal to or in excess of the principal amount loaned
under resale agreements. To ensure that the market value of the underlying collateral remains
sufficient, collateral is valued daily, and Merrill Lynch may require counterparties to deposit
additional collateral or return collateral pledged, when appropriate.
Substantially all repurchase and resale activities are transacted under master netting agreements
that give Merrill Lynch the right, in the event of default, to liquidate collateral held and to
offset receivables and payables with the same counterparty. Merrill Lynch offsets certain
repurchase and resale agreement balances with the same counterparty on the Consolidated Balance
Sheets.
Merrill Lynch may use securities received as collateral for resale agreements to satisfy regulatory
requirements such as Rule 15c3-3 of the SEC.
Securities borrowed and loaned transactions are recorded at the amount of cash collateral advanced
or received. Securities borrowed transactions require Merrill Lynch to provide the counterparty
with collateral in the form of cash, letters of credit, or other securities. Merrill Lynch receives
collateral in the form of cash or other securities for securities loaned transactions. For these
transactions, the fees received or paid by Merrill Lynch are recorded as interest revenue or
expense. On a daily basis, Merrill Lynch monitors the market value of securities borrowed or loaned
against the collateral value, and Merrill Lynch may require counterparties to deposit additional
collateral or return collateral pledged, when appropriate.
All firm-owned securities pledged to counterparties where the counterparty has the right, by
contract or custom, to sell or repledge the securities are disclosed parenthetically in trading
assets and investment securities on the Consolidated Balance Sheets.
63 Merrill Lynch 2006 Annual Report
In transactions where Merrill Lynch acts as the lender in a securities lending agreement and
receives securities that can be pledged or sold as collateral, it recognizes an asset on the
Consolidated Balance Sheets, representing the securities received (securities received as
collateral), and a liability for the same amount, representing the obligation to return those
securities (obligation to return securities received as collateral). The amounts on the
Consolidated Balance Sheets result from non-cash transactions.
Trading Assets and Liabilities
Merrill Lynchs trading activities consist primarily of securities brokerage and trading;
derivatives dealing and brokerage; commodities trading and brokerage; and securities financing
transactions. Trading assets and trading liabilities consist of cash instruments (such as
securities and loans) and derivative instruments used for trading purposes or for managing risk
exposures in other trading inventory. See the Derivatives section for additional information on
accounting policy for derivatives. Trading assets and trading liabilities also include commodities
inventory.
Trading securities and other cash instruments (e.g., loans held for trading purposes) are recorded
on a trade date basis at fair value. Included in trading liabilities are securities that Merrill
Lynch has sold but did not own and will therefore be obligated to purchase at a future date (short
sales). Commodities inventory is recorded at the lower of cost or market value. Changes in fair
value of trading assets and liabilities (i.e., unrealized gains and losses) are recognized as
principal transactions revenues in the current period. Realized gains and losses and any related
interest amounts are included in principal transactions revenues and interest revenues and
expenses, depending on the nature of the instrument.
Fair values of trading assets and liabilities are based on quoted market prices, pricing models
(utilizing indicators of general market conditions or other economic measurements), or managements
best estimates of amounts to be realized on settlement, assuming current market conditions and an
orderly disposition over a reasonable period of time. As previously noted, estimating the fair
value of certain trading assets and liabilities requires significant management judgment.
Derivatives
A derivative is an instrument whose value is derived from an underlying instrument or index
such as a future, forward, swap, or option contract, or other financial instrument 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). Derivative activity is
subject to Merrill Lynchs overall risk management policies and procedures. See Note 6 to the
Consolidated Financial Statements for further information.
Accounting for Derivatives and Hedging Activities
SFAS No. 133, Accounting for Derivatives and Hedging Activities, as amended, establishes
accounting and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (embedded derivatives) and for hedging activities. SFAS
No. 133 requires that an entity recognize all derivatives as either assets or liabilities in the
Consolidated Balance Sheets and measure those instruments at fair value. The fair value of all
derivatives is recorded on a net-by-counterparty basis on the Consolidated Balance Sheets where
management believes a legal right of setoff exists under an enforceable netting agreement.
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.
Merrill Lynch enters into derivatives to facilitate client transactions, for proprietary trading
and financing purposes, and to manage its risk exposures arising from trading assets and
liabilities. Derivatives entered into for these purposes are recognized at fair value on the
Consolidated Balance Sheets as trading assets and liabilities in contractual agreements and the
change in fair value is reported in current period earnings as principal transactions revenues.
Merrill Lynch also enters into derivatives in order to manage its risk exposures arising from
assets and liabilities not carried at fair value as follows:
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Merrill Lynch routinely issues debt in a variety of maturities and currencies to achieve the
lowest cost financing possible. In addition, Merrill Lynchs regulated bank entities accept time
deposits of varying rates and maturities. Merrill Lynch enters into derivative transactions to
hedge these liabilities. Derivatives used most frequently include swap agreements that: |
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Convert fixed-rate interest payments into variable payments |
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Change the underlying interest rate basis or reset frequency |
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Change the settlement currency of a debt instrument. |
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Merrill Lynch enters into hedges on marketable investment securities to manage the interest rate
risk, currency risk, and net duration of its investment portfolios.
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Merrill Lynch enters into fair value hedges of long-term fixed rate resale and repurchase
agreements to manage the interest rate risk of these assets and liabilities. |
64
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Merrill Lynch uses foreign-exchange forward contracts, foreign-exchange options, currency
swaps, and foreign-currency-denominated debt to hedge its net investments in foreign operations.
These derivatives and cash instruments are used to mitigate the impact of changes in exchange
rates. |
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Merrill Lynch enters into futures and forwards to manage the price risk of certain commodity
inventory. |
Derivatives entered into by Merrill Lynch to hedge its funding, marketable investment securities
and net investments in foreign subsidiaries are reported at fair value in other assets or interest
and other payables on the Consolidated Balance Sheets. Derivatives used to hedge commodity
inventory are included in trading assets and trading liabilities on the Consolidated Balance
Sheets.
Derivatives that qualify as accounting hedges under the guidance in SFAS No. 133 are designated, on
the date they are entered into, as one of the following:
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A hedge of the fair value of a recognized asset or liability (fair value hedge). Changes in
the fair value of derivatives that are designated and qualify as fair value hedges of interest
rate risk, along with the gain or loss on the hedged asset or liability that is attributable to the
hedged risk, are recorded in current period earnings as interest revenue or expense. Changes in the
fair value of derivatives that are designated and qualify as fair value hedges of commodity price
risk, along with the gain or loss on the hedged asset or liability that is attributable to the
hedged risk, are recorded in current period earnings in principal transactions. |
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A hedge of the variability of cash flows to be received or paid related to a recognized asset or
liability (cash flow hedge). Changes in the fair value of derivatives that are designated and
qualify as cash flow hedges are recorded in accumulated other comprehensive loss until earnings are
affected by the variability of cash flows of the hedged asset or liability (e.g., when periodic
interest accruals on a variable-rate asset or liability are recorded in earnings). |
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A hedge of a net investment in a foreign operation. Changes in the fair value of derivatives
that are designated and qualify as hedges of a net investment in a foreign operation are recorded
in the foreign currency translation adjustment account within accumulated other comprehensive loss.
Changes in the fair value of the hedge instruments that are associated with the difference between
the spot translation rate and the forward translation rate are recorded in current period earnings
in other revenues. |
Merrill Lynch formally assesses, both at the inception of the hedge and on an ongoing basis,
whether the hedging derivatives are highly effective in offsetting changes in fair value or cash
flows of hedged items. When it is determined that a derivative is not highly effective as a hedge,
Merrill Lynch discontinues hedge accounting. Under the provisions of SFAS No. 133, 100% hedge
effectiveness is assumed for those derivatives whose terms meet the conditions of SFAS No. 133
short-cut method.
As noted above, Merrill Lynch enters into fair value hedges of interest rate exposure associated
with certain investment securities and debt issuances. Merrill Lynch uses interest rate swaps to
hedge this exposure. Hedge effectiveness testing is required for certain of these hedging
relationships on a quarterly basis. Merrill Lynch assesses effectiveness on a prospective basis by
comparing the expected change in the price of the hedge instrument to the expected change in the
value of the hedged item under various interest rate shock scenarios. In addition, Merrill Lynch
assesses effectiveness on a retrospective basis using the Dollar-Offset ratio approach. When
assessing hedge effectiveness, there are no attributes of the derivatives used to hedge the fair
value exposure that are excluded from the assessment. In addition, the amount of hedge
ineffectiveness on fair value hedges reported in earnings was not material for all periods
presented. Merrill Lynch also enters into fair value hedges of commodity price risk associated with
certain commodity inventory. For these hedges, Merrill Lynch assesses effectiveness on a
prospective and retrospective basis using regression techniques. The difference between the spot
rate and the contracted forward rate which represents the time value of money is excluded from the
assessment of hedge effectiveness and is recorded in principal transactions. The amount of hedge
ineffectiveness on these fair value hedges reported in earnings was not material for all periods
presented.
The majority of deferred net gains (losses) on derivative instruments designated as cash flow
hedges that were in accumulated other comprehensive loss at December 29, 2006 are expected to be
reclassified into earnings over the next three years. The amount of ineffectiveness related to
these hedges reported in earnings was not material for all periods presented.
For the years ended 2006 and 2005, respectively, $1.1 billion and $731 million of net losses
related to non-U.S. dollar hedges of investments in non-U.S. dollar subsidiaries were included in
accumulated other comprehensive loss on the Consolidated Balance Sheets. These amounts were
substantially offset by net gains on the hedged investments.
Changes in the fair value of derivatives that are economically used to hedge non-trading assets and
liabilities, but that do not meet the criteria in SFAS No. 133 to qualify as an accounting hedge,
are reported in current period earnings as either principal transactions revenues, other revenues
or expenses, or interest revenues or expenses, depending on the nature of the transaction.
Embedded Derivatives
Merrill Lynch issues debt whose coupons or repayment terms are linked to the performance of
debt or equity securities, indices or currencies. The contingent payment components of these
obligations may meet the definition in SFAS No. 133 of an embedded derivative. These debt
instruments are assessed to determine if the embedded derivative requires separate reporting and
accounting, and if so, the
65 Merrill Lynch 2006 Annual Report
embedded derivative is accounted for at fair value and reported in long-term borrowings on
the Consolidated Balance Sheets along with the debt obligation. Changes in the fair value of the
embedded derivative and related economic hedges are reported in principal transactions revenues.
Separating an embedded derivative from its host contract requires careful analysis, judgment, and
an understanding of the terms and conditions of the instrument.
Merrill Lynch may also purchase financial instruments that contain embedded derivatives. These
instruments may be part of either trading inventory or trading marketable investment securities.
These instruments are generally accounted for at fair value in their entirety; the embedded
derivative is not separately accounted for, and all changes in fair value are reported in principal
transactions revenues.
Derivatives that Contain a Significant Financing Element
In the ordinary course of trading activities, Merrill Lynch enters into certain transactions
that are documented as derivatives where a significant cash investment is made by one party. These
transactions can be in the form of simple interest rate swaps where the fixed leg is prepaid or may
be in the form of equity-linked or credit-linked transactions where the initial investment equals
the notional amount of the derivative. Certain derivative instruments entered into or modified
after June 30, 2003 that contain a significant financing element at inception and where Merrill
Lynch is deemed to be the borrower, are included in financing activities in the Consolidated
Statements of Cash Flows. Prior to July 1, 2003, the activity associated with such derivative
instruments was included in operating activities in the Consolidated Statements of Cash Flows. In
addition, the cash flows from all other derivative transactions that do not contain a significant
financing element at inception are included in operating activities.
Investment Securities
Investment securities consist of marketable investment securities, investments of Merrill
Lynch insurance subsidiaries, and other investments. Refer to Note 5 to the Consolidated Financial
Statements for further information.
Marketable Investment Securities
ML & Co. and certain of its non-broker-dealer subsidiaries hold debt and equity investments,
which are primarily classified as available-for-sale.
Debt and marketable equity securities classified as available-for-sale are reported at fair value.
Unrealized gains or losses on these securities are reported in stockholders equity as a component
of accumulated other comprehensive loss, net of income taxes and other related items. However, to
the extent that Merrill Lynch enters into interest rate swaps to hedge the interest rate exposure
of certain available-for-sale investment securities, the gain or loss on the derivative instrument,
as well as the offsetting loss or gain on the investment security, are recorded in current period
earnings as interest revenue or expense (Refer to the Derivatives section for additional
information). Any unrealized losses deemed other-than-temporary are included in current period
earnings.
Debt securities that Merrill Lynch has the positive intent and ability to hold to maturity are
classified as held-to-maturity. These investments are recorded at amortized cost unless a decline
in value is deemed other-than-temporary, in which case the carrying value is reduced. The
amortization of premiums or accretion of discounts and any unrealized losses deemed
other-than-temporary are included in current period earnings.
Debt and marketable equity securities purchased principally for the purpose of resale in the near
term are classified as trading investments and are reported at fair value. Unrealized gains or
losses on these investments are included in current period earnings.
Realized gains and losses on all investment securities are included in current period earnings. For
purposes of computing realized gains and losses, the cost basis of each investment sold is
generally based on the average cost method.
Investments of Insurance Subsidiaries and Related Liabilities
Insurance liabilities are future benefits payable under annuity and life insurance contracts
and include deposits received plus interest credited during the contract accumulation period, the
present value of future payments for contracts that have annuitized, and a mortality provision for
certain products. Certain policyholder liabilities are also adjusted for those investments
classified as available-for-sale. Liabilities for unpaid claims consist of the mortality benefit
for reported claims and an estimate of unreported claims based upon actual and projected experience
for each contract type.
Security investments of insurance subsidiaries are classified as available-for-sale and recorded at
fair value. These investments support Merrill Lynchs in-force, universal life-type contracts.
Merrill Lynch records adjustments to policyholder account balances which equals the gain or loss
that would have been recorded if those available-for-sale investments had been sold at their
estimated fair values and the proceeds reinvested at current yields. The corresponding credits or
charges for these adjustments are recorded in stockholders equity as a component of accumulated
other comprehensive loss, net of applicable income taxes.
Certain variable costs related to the sale or acquisition of new and renewal insurance contracts
have been deferred, to the extent deemed recoverable, and amortized over the estimated lives of the
contracts in proportion to the estimated gross profit for each group of contracts.
66
Other Investments
Other investments include private equity investments, which are accounted for at fair value
in accordance with the Investment Company Guide.
Merrill Lynch has minority investments in the common shares of corporations and in partnerships
that do not fall within the scope of SFAS No. 115 or the Investment Company Guide. Where the
investments are strategic in nature, Merrill Lynch will account for the investments using either
the cost or the equity method of accounting based on managements ability to influence the
investees (See Consolidation Accounting Policies section for more information).
For investments accounted for using the equity method, income is recognized based on Merrill
Lynchs share of the earnings (or losses) of the investee. Dividend distributions are recorded as
reductions in the investment balance. Impairment testing is based on the guidance provided in FASB
Staff Position SFAS No. 115, The Meaning of Other-Than-Temporary Impairment and Its Application to
Certain Investments (FSP SFAS No. 115), and the investment would be reduced when an impairment is
deemed other than temporary.
For investments accounted for at cost, income is recognized as dividends are received. Impairment
testing is based on the guidance provided in FSP SFAS No. 115, and the cost basis would be reduced
when an impairment is deemed other than temporary.
Other Receivables and Payables
Customer Receivables and Payables
Customer securities transactions are recorded on a settlement date basis. Receivables from
and payables to customers include amounts due on cash and margin transactions, including futures
contracts transacted on behalf of Merrill Lynch customers. Securities owned by customers, including
those that collateralize margin or other similar transactions, are not reflected on the
Consolidated Balance Sheets.
Brokers and Dealers Receivables and Payables
Receivables from brokers and dealers include amounts receivable for securities not delivered
by Merrill Lynch to a purchaser by the settlement date (fails to deliver), margin deposits,
commissions, and net receivables arising from unsettled trades. Payables to brokers and dealers
include amounts payable for securities not received by Merrill Lynch from a seller by the
settlement date (fails to receive). Brokers and dealers receivables and payables also include
amounts related to futures contracts on behalf of Merrill Lynch customers as well as net payables
and receivables from unsettled trades.
Interest and Other Receivables and Payables
Interest and other receivables include interest receivable on corporate and governmental
obligations, customer or other receivables, and stock-borrowed transactions. Also included are
receivables from income taxes, underwriting and advisory fees, commissions and fees, and other
receivables. Interest and other payables include interest payable for stock-loaned transactions,
and short-term and long-term borrowings. Also included are amounts payable for employee
compensation and benefits, income taxes, minority interest, non-trading derivatives, dividends,
other reserves, and other payables.
Loans, Notes, and Mortgages, Net
Merrill Lynchs lending and related activities include loan originations, syndications, and
securitizations. Loan originations include corporate and institutional loans, residential and
commercial mortgages, asset-based loans, and other loans to individuals and businesses. Merrill
Lynch also engages in secondary market loan trading and margin lending (see trading assets and
liabilities and customer receivables and payables sections, respectively). Loans included in loans,
notes, and mortgages are classified for accounting purposes as loans held for investment and loans
held for sale.
Loans held for investment purposes include:
§ |
|
commercial loans (includes small- and middle-market business loans); |
|
§ |
|
certain consumer loans; and |
|
§ |
|
certain residential mortgage loans. |
These loans are carried at their principal amount outstanding. An allowance for loan losses is
established through provisions that are based on managements estimate of probable incurred losses.
Loans are charged off against the allowance for loan losses when management determines that the
loan is uncollectible. The loan loss provision related to loans held for investment is included in
interest revenue in the Consolidated Statements of Earnings. In general, loans are evaluated for
impairment when they are greater than 90 days past due or exhibit credit quality weakness. Loans
are considered impaired when it is probable that Merrill Lynch will not be able to collect the
contractual principal and interest due from the borrower. All payments received on impaired loans
are applied to principal until the principal
67 Merrill Lynch 2006 Annual Report
balance has been reduced to a level where collection of the remaining recorded investment is
not in doubt. Typically, when collection of principal on an impaired loan is not in doubt,
contractual interest will be credited to interest income when received.
Loans held for sale include:
§ |
|
commercial loans that are in
the process of being syndicated; |
|
§ |
|
certain purchased automobile
loans; and |
|
§ |
|
certain residential mortgage loans which are typically sold via securitization. |
These loans are reported at LOCOM. Declines in the carrying value of loans held for sale are
included in other revenues in the Consolidated Statements of Earnings.
Nonrefundable loan origination fees, loan commitment fees, and draw down fees received in
conjunction with financing arrangements are generally deferred and recognized over the contractual
life of the loan as an adjustment to the yield. If, at the outset, or any time during the term of
the loan, it becomes highly probable that the repayment period will be extended, the amortization
is recalculated using the expected remaining life of the loan. When the loan contract does not
provide for a specific maturity date, managements best estimate of the repayment period is used.
At repayment of the loan, any unrecognized deferred fee is immediately recognized in earnings.
Separate Accounts Assets and Liabilities
Merrill Lynch maintains separate accounts representing segregated funds held for purposes of
funding variable life and annuity contracts. The separate accounts assets are not subject to
general claims of Merrill Lynch. These accounts and the related liabilities are recorded as
separate accounts assets and separate accounts liabilities on the Consolidated Balance Sheets.
Absent any contract provision wherein Merrill Lynch guarantees either a minimum return or account
value upon death or annuitization, the net investment income and net realized and unrealized gains
and losses attributable to separate accounts assets supporting variable life and annuity contracts
accrue directly to the contract owner and are not reported as revenue in the Consolidated
Statements of Earnings. Mortality, policy administration and withdrawal charges associated with
separate accounts products are included in other revenues in the Consolidated Statements of
Earnings.
Equipment and Facilities
Equipment and facilities consist primarily of technology hardware and software, leasehold
improvements, and owned facilities. Equipment and facilities are reported at historical cost, net
of accumulated depreciation and amortization, except for land, which is reported at historical
cost.
Depreciation and amortization are computed using the straight-line method. Equipment is depreciated
over its estimated useful life, while leasehold improvements are amortized over the lesser of the
improvements estimated economic useful life or the term of the lease. Maintenance and repair costs
are expensed as incurred.
Included in the occupancy and related depreciation expense category was depreciation and
amortization of $219 million, $200 million, and $198 million in 2006, 2005, and 2004, respectively.
Depreciation and amortization recognized in the communications and technology expense category was
$304 million, $273 million, and $308 million for 2006, 2005, and 2004, respectively.
Qualifying costs incurred in the development of internal-use software are capitalized when costs
exceed $5 million and are amortized over the useful life of the developed software, generally not
exceeding three years.
Goodwill
Goodwill is tested annually (or more frequently under certain conditions) for impairment in
accordance with SFAS 142, Goodwill and Other Intangible Assets". Merrill Lynch has reviewed its
goodwill and determined that there was no impairment related to any period presented.
Goodwill at December 29, 2006 was $2,209 million compared to $5,803 million at December 30, 2005.
The majority of the goodwill balance at December 29, 2006 and December 30, 2005, related to the
Global Markets and Investment Banking (GMI) business and the Merrill Lynch Investment Managers
(MLIM) business, respectively. The decrease in goodwill during 2006 was primarily due to the
merger of the MLIM business with BlackRock for which goodwill associated with the MLIM business was
derecognized. The decrease in goodwill was partially offset by an increase in the ownership of a
joint venture related to the GMI business segment and other acquisitions.
Goodwill at December 30, 2005 was $5,803 million compared to $6,035 million at December 31, 2004.
The majority of the goodwill balance at December 30, 2005 and December 31, 2004 related to the MLIM
business. The decrease in goodwill during 2005 was primarily due to the translation impact of
changes in foreign exchange rates. The decrease was partially offset by an increase in goodwill
related to the acquisition of The Advest Group, Inc. (Advest) within the Global Wealth Management
(GWM) segment.
68
Accumulated amortization of goodwill amounted to $314 million and $1,040 million at year-end
2006 and 2005, respectively.
Intangible Assets
Intangible assets are tested annually (or more frequently under certain conditions) for
impairment in accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived
Assets". Intangible assets with definite useful lives are amortized over their respective estimated
useful lives.
Intangible
assets, net of accumulated amortization, were $248 million and $232 million at December 29, 2006
and December 30, 2005, respectively. Accumulated amortization of other intangible assets amounted
to $70 million and $36 million at year-end 2006 and 2005, respectively.
Other Assets
Other assets includes unrealized gains on derivatives used to hedge Merrill Lynchs
non-trading borrowing and investing activities. All of these derivatives are recorded at fair value
with changes reflected in earnings or accumulated other comprehensive loss (refer to the
Derivatives section for more information). Other assets also includes prepaid pension expense
related to plan contributions in excess of obligations, other prepaid expenses, and other deferred
charges. Refer to Note 13 to the Consolidated Financial Statements for further information.
In addition, real estate purchased for investment purposes is also included in this category. Real
estate held in this category may be classified as either held and used or held for sale depending
on the facts and circumstances. Real estate held and used is valued at cost, less depreciation, and
real estate held for sale is valued at the lower of cost or fair value, less estimated cost to
sell.
Short- and Long-Term Borrowings
Merrill Lynchs general-purpose funding is principally obtained from medium-term and
long-term borrowings. Commercial paper, when issued at a discount, is recorded at the proceeds
received and accreted to its par value. Long-term borrowings are carried at the principal amount
borrowed, net of unamortized discounts or premiums, adjusted for the effects of fair-value hedges.
Merrill Lynch is an issuer of debt whose coupons or repayment terms are linked to the performance
of debt or equity securities, indices, currencies or commodities. These debt instruments must be
separated into a debt host and an embedded derivative if the derivative is not considered clearly
and closely related under the criteria established in SFAS No. 133. Embedded derivatives are
recorded at fair value and changes in fair value are reflected in earnings. Beginning in 2004, in
accordance with SEC guidance, Merrill Lynch amortizes any observable upfront profit associated with
the embedded derivative into income as a yield adjustment over the life of the related debt
instrument or certificate of deposit. This resulted in deferred revenue, net of related
amortization, of $218 million and $126 million for the years ended December 29, 2006 and December
30, 2005, respectively. See the Embedded Derivatives section above for additional information.
Merrill Lynch uses derivatives to manage the interest rate, currency, equity, and other risk
exposures of its borrowings. See the Derivatives section for additional information on accounting
policy for derivatives.
Deposits
Savings deposits are interest-bearing accounts that have no maturity or expiration date,
whereby the depositor is not required by the deposit contract, but may at any time be required by
the depository institution, to give written notice of an intended withdrawal not less than seven
days before withdrawal is made. Time deposits are accounts that have a stipulated maturity and
interest rate. Depositors holding time deposits may recover their funds prior to the stated
maturity but may pay a penalty to do so. In certain cases, Merrill Lynch enters into interest rate
swaps to hedge the fair value risk in these time deposits. See the Derivatives section for
additional information.
New Accounting Pronouncements
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Liabilities (SFAS No. 159). SFAS No. 159 provides a fair value option election that allows
companies to irrevocably elect fair value as the initial and subsequent measurement attribute for
certain financial assets and liabilities, with changes in fair value recognized in earnings as they
occur. SFAS No. 159 permits the fair value option election on an instrument by instrument basis at
initial recognition of an asset or liability or upon an event that gives rise to a new basis of
accounting for that instrument. SFAS No. 159 is effective as of the beginning of an entitys first
fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of
a fiscal year that begins on or before November 15, 2007 provided that the entity makes that choice
in the first 120 days of that fiscal year, has not yet issued financial statements for any interim
period of the fiscal year of adoption, and also elects to apply the provisions of Statement No.
157, Fair Value Measurements (SFAS No. 157). We intend to early adopt SFAS No. 159 as of the
first quarter of fiscal 2007 and are currently assessing the impact of adoption on the Consolidated
Financial Statements.
In September 2006, the FASB issued SFAS No. 157. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and enhances disclosure about fair value measurements. SFAS No.
157 nullifies the guidance provided by the Emerging Issues Task Force on Issue 02-3, Issues
Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in
Energy Trading and Risk Management Activities (EITF 02-3) that prohibits recognition of day one
gains or losses on derivative transactions where
69 Merrill Lynch 2006 Annual Report
model inputs that significantly impact valuation are not observable. In addition, SFAS No.
157 prohibits the use of block discounts for large positions of unrestricted financial instruments
that trade in an active market and requires an issuer to incorporate changes in its own credit
spreads when determining the fair value of its liabilities. SFAS No. 157 is effective for fiscal
years beginning after November 15, 2007 with early adoption permitted provided that the entity has
not yet issued financial statements for that fiscal year, including any interim periods. The
provisions of SFAS No. 157 are to be applied prospectively, except that the provisions related to
block discounts and existing derivative financial instruments measured under EITF 02-3 are to be
applied as a one-time cumulative effect adjustment to opening retained earnings in the year of the
adoption. We intend to early adopt SFAS No. 157 as of the first quarter of fiscal 2007 and do not
expect the adoption to have a material impact on the Consolidated Financial Statements.
In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132R (SFAS No.
158). SFAS No. 158 requires an employer to recognize the overfunded or underfunded status of its
defined benefit pension and other postretirement plans, measured as the difference between the fair
value of plan assets and the benefit obligation as an asset or liability in its statement of
financial condition. Upon adoption, SFAS No. 158 requires an entity to recognize previously
unrecognized actuarial gains and losses and prior service costs within accumulated other
comprehensive income (loss), net of tax. In accordance with the guidance in SFAS No. 158, we
adopted this provision of the standard for year-end 2006. The adoption of SFAS No. 158 resulted in
a net credit of $65 million to accumulated other comprehensive loss recorded on the Consolidated
Financial Statements at December 29, 2006. See Note 13 to the Consolidated Financial Statements for
further information regarding the incremental effect of applying this provision. SFAS No. 158 also
requires defined benefit plan assets and benefit obligations to be measured as of the date of the
companys fiscal year-end. We have historically used a September 30 measurement date. Under the
provisions of SFAS No. 158, we will be required to change our measurement date to coincide with our
fiscal year-end. This provision of SFAS No. 158 will be effective for us in fiscal 2008. We are
currently assessing the impact of adoption of this provision of SFAS No. 158 on the Consolidated
Financial Statements.
In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108
(SAB No. 108) to provide guidance on how the effects of the carryover or reversal of prior year
unrecorded misstatements should be considered in quantifying a current year misstatement. SAB 108
requires a company to apply an approach that considers the amount by which the current year income
statement is misstated (rollover approach) and an approach that considers the cumulative amount
by which the current year balance sheet is misstated (iron-curtain approach). Prior to the
issuance of SAB No. 108, many companies applied either the rollover or iron-curtain approach for
purposes of assessing materiality of misstatements. SAB No. 108 is effective for fiscal years
ending after November 15, 2006. Upon adoption, SAB No. 108 allows a one-time cumulative effect
adjustment against retained earnings for those prior year misstatements that were not material
under a companys prior approach, but that are deemed material under SAB No. 108. Adoption of SAB
No. 108 did not have a material impact on the Consolidated Financial Statements.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an
Interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in a companys financial statements and prescribes a
recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. The Interpretation
also provides guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. FIN 48 will be effective for us beginning in the first
quarter of 2007. We do not expect the impact of adoption of FIN 48 to be material on the opening
balance of retained earnings.
In April 2006, the FASB issued a FASB Staff Position FIN 46(R)-6, Determining the Variability to be
Considered in Applying FIN 46R (the FSP). The FSP requires that the variability to be included
when applying FIN 46R be based on a by-design approach and should consider what risks the
variable interest entity was designed to create. We adopted the FSP beginning in the third quarter
of 2006 for all new entities with which we became involved. We will apply the provisions of the FSP
to all entities previously required to be analyzed under FIN 46R when a reconsideration event
occurs as defined under paragraph 7 of FIN 46R. The adoption of the FSP during the third quarter
did not have a material impact on the Consolidated Financial Statements.
In March 2006, the FASB issued Statement No. 156, Accounting for Servicing of Financial Assets
(SFAS No. 156). SFAS No. 156 amends Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, to require all separately recognized servicing
assets and servicing liabilities to be initially measured at fair value, if practicable. SFAS No.
156 also permits servicers to subsequently measure each separate class of servicing assets and
liabilities at fair value rather than at the lower of amortized cost or market. For those companies
that elect to measure their servicing assets and liabilities at fair value, SFAS No. 156 requires
the difference between the carrying value and fair value at the date of adoption to be recognized
as a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in
which the election is made. We will adopt SFAS No. 156 beginning in the first quarter of 2007. We
do not expect the impact of adopting SFAS No. 156 to have a material impact on the Consolidated
Financial Statements.
In February 2006, the FASB issued Statement No. 155, Accounting for Certain Hybrid Financial
Instruments an amendment of FASB Statements No. 133 and 140 (SFAS No. 155). SFAS No. 155
clarifies the bifurcation requirements for certain financial instruments
70
and permits hybrid financial instruments that contain a bifurcatable embedded derivative to
be accounted for as a single financial instrument at fair value with changes in fair value
recognized in earnings. This election is permitted on an instrument-by-instrument basis for all
hybrid financial instruments held, obtained, or issued as of the adoption date. At adoption, any
difference between the total carrying amount of the individual components of the existing
bifurcated hybrid financial instruments and the fair value of the combined hybrid financial
instruments will be recognized as a cumulative-effect adjustment to beginning retained earnings. We
will adopt SFAS No. 155 on a prospective basis beginning in the first quarter of 2007. As a result,
there will be no cumulative-effect adjustment on our Consolidated Financial Statements upon
adoption of the standard.
During the first quarter of 2006, we adopted the provisions of Statement No. 123 (revised 2004),
Share-Based Payment, a revision of SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No.
123R). Under SFAS No. 123R, compensation expenses for share-based awards that do not require
future service are recorded immediately, and share-based awards that require future service
continue to be amortized into expense over the relevant service period. We adopted SFAS No. 123R
under the modified prospective method whereby the provisions of SFAS No. 123R are generally applied
only to share-based awards granted or modified subsequent to adoption. Thus, for Merrill Lynch,
SFAS No. 123R required the immediate expensing of share-based awards granted or modified in 2006 to
retirement-eligible employees, including awards that are subject to non-compete provisions.
Prior to the adoption of SFAS No. 123R, we had recognized expense for share-based compensation over
the vesting period stipulated in the grant for all employees. This included those who had satisfied
retirement eligibility criteria but were subject to a non-compete agreement that applied from the
date of retirement through each applicable vesting period. Previously, we had accelerated any
unrecognized compensation cost for such awards if a retirement-eligible employee left Merrill
Lynch. However, because SFAS No. 123R applies only to awards granted or modified in 2006, expenses
for share-based awards granted prior to 2006 to employees who were retirement-eligible with respect
to those awards must continue to be amortized over the stated vesting period.
In addition, beginning with performance year 2006, for which we granted stock awards in January
2007, we accrued the expense for future awards granted to retirement-eligible employees over the
award performance year instead of recognizing the entire expense related to the award on the grant
date. Compensation expense for 2006 performance year and all future stock awards granted to
employees not eligible for retirement with respect to those awards will be recognized over the
applicable vesting period.
SFAS No. 123R also requires expected forfeitures of share-based compensation awards for
non-retirement-eligible employees to be included in determining compensation expense. Prior to the
adoption of SFAS No. 123R, any benefits of employee forfeitures of such awards were recorded as a
reduction of compensation expense when the employee left Merrill Lynch and forfeited the award. In
the first quarter of 2006, we recorded a benefit based on expected forfeitures which was not
material to the results of operations for the quarter.
The adoption of SFAS No. 123R resulted in a first quarter charge to compensation expense of
approximately $550 million on a pre-tax basis and $370 million on an after-tax basis.
The adoption of SFAS No. 123R, combined with other business and competitive considerations,
prompted us to undertake a comprehensive review of our stock-based incentive compensation awards,
including vesting schedules and retirement eligibility requirements, examining their impact to both
Merrill Lynch and its employees. Upon the completion of this review, the Management Development and
Compensation Committee of Merrill Lynchs Board of Directors determined that to fulfill the
objective of retaining high quality personnel, future stock grants should contain more stringent
retirement provisions. These provisions include a combination of increased age and length of
service requirements. While the stock awards of employees who retire continue to vest, retired
employees are subject to continued compliance with the strict non-compete provisions of those
awards. To facilitate transition to the more stringent future requirements, the terms of most
outstanding stock awards previously granted to employees, including certain executive officers,
were modified, effective March 31, 2006, to permit employees to be immediately eligible for
retirement with respect to those earlier awards. While we modified the retirement-related
provisions of the previous stock awards, the vesting and non-compete provisions for those awards
remain in force.
Since the provisions of SFAS No. 123R apply to awards modified in 2006, these modifications
required us to record additional one-time compensation expense in the first quarter of 2006 for the
remaining unamortized amount of all awards to employees who had not previously been
retirement-eligible under the original provisions of those awards.
The one-time, non-cash charge associated with the adoption of SFAS No. 123R, and the policy
modifications to previous awards resulted in a net charge to compensation expense in the first
quarter of 2006 of approximately $1.8 billion pre-tax, and $1.2 billion after-tax, or a net impact
of $1.34 and $1.21 on basic and diluted earnings per share, respectively. Policy modifications to
previously granted awards amounted to $1.2 billion of the pre-tax charge and impacted approximately
6,300 employees.
Prior to the adoption of SFAS No. 123R, we presented the cash flows related to income tax
deductions in excess of the compensation expense recognized on share-based compensation as
operating cash flows in the Consolidated Statements of Cash Flows. SFAS No. 123R requires cash
flows resulting from tax deductions in excess of the grant-date fair value of share-based awards to
be included in cash flows
71 Merrill Lynch 2006 Annual Report
from financing activities. The excess tax benefits of $283 million related to total
share-based compensation included in cash flows from financing activities in the first quarter of
2006 would have been included in cash flows from operating activities if we had not adopted SFAS
No. 123R.
As a result of adopting SFAS No. 123R, approximately $600 million of liabilities associated with
the Financial Advisor Capital Accumulation Award Plan (FACAAP) were reclassified to stockholders
equity. In addition, as a result of adopting SFAS No. 123R, the unamortized portion of employee
stock grants, which was previously reported as a separate component of stockholders equity on the
Consolidated Balance Sheets, has been reclassified to Paid-in Capital. Refer to Note 14 to the
Consolidated Financial Statements for additional information.
In June 2005, the FASB ratified the consensus reached by the Emerging Issues Task Force on Issue
04-5, Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited
Partnership or Similar Entity When the Limited Partners Have Certain Rights (EITF 04-5). EITF
04-5 presumes that a general partner controls a limited partnership, and should therefore
consolidate a limited partnership, unless the limited partners have the substantive ability to
remove the general partner without cause based on a simple majority vote or can otherwise dissolve
the limited partnership, or unless the limited partners have substantive participating rights over
decision making. The guidance in EITF 04-5 was effective beginning in the third quarter of 2005 for
all new limited partnership agreements and any limited partnership agreements that were modified.
For those partnership agreements that existed at the date EITF 04-5 was issued, the guidance became
effective in the first quarter of 2006. The adoption of this guidance did not have a material
impact on the Consolidated Financial Statements.
In December 2005, the FASB issued FASB Staff Position (FSP) SOP 94-6-1, Terms of Loan Products
That May Give Rise to a Concentration of Credit Risk. The guidance requires the disclosure of
concentrations of loans with certain features that may increase the creditors exposure to risk of
nonpayment or realization. These loans are often referred to as non-traditional loans and include
features such as high loan-to-value (LTV) ratios, terms that permit payments smaller than the interest accruals and
loans where the borrower is subject to significant payment increases over the life of the loan. We
adopted the provisions of this guidance in the fourth quarter of 2005. See Note 8 to the
Consolidated Financial Statements for this disclosure.
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. At the completion of the BlackRock merger, Merrill Lynch recognized a pre-tax
gain of $2.0 billion, along with related non-interest expenses of $202 million for a total
after-tax net benefit of $1.1 billion. Merrill Lynchs initial investment in BlackRock as of
September 29, 2006 was $7.7 billion and is included in investment securities on the Consolidated
Balance Sheet and in the Global Wealth Management (GWM) segment at December 29, 2006.
Additionally, in connection with the BlackRock merger, the goodwill associated with the MLIM
business was derecognized on the Consolidated Balance Sheet as of September 29, 2006. Merrill Lynch
accounts for its investment in BlackRock under the equity method of accounting and records its
share of BlackRocks earnings, net of expenses and taxes, in other revenues on the Consolidated
Statement of Earnings. The results of operations and cash flows associated with the MLIM business
for the first nine months of 2006 are included in Merrill Lynchs Consolidated Statement of
Earnings and Consolidated Statement of Cash Flows, respectively.
NOTE 3 Segment and Geographic Information
Segment Information
Since the fourth quarter of 2006, Merrill Lynchs business segment reporting reflects the
management reporting lines established after the BlackRock merger (see Note 2), as well as the
economic and long-term financial performance characteristics of the underlying businesses. Merrill
Lynch has restated prior period segment information to conform to the current period presentation.
Prior to the fourth quarter of 2006, Merrill Lynch reported its business activities in three
operating segments: Global Markets and Investment Banking (GMI), Global Private Client (GPC),
and MLIM. Effective with the BlackRock merger, MLIM ceased to exist as a separate business segment.
Accordingly, a new business segment, GWM, was created, consisting of GPC and Global Investment
Management (GIM). GMI continues to provide full service global markets and origination
capabilities, products and services to corporate, institutional, and government clients around the
world. GWM creates and distributes investment products and services for clients. GPC services
include specialized brokerage, advisory, banking, trust, insurance, and retirement services. GIM
creates and manages investment products, including creating and managing hedge fund and other
alternative investment products for GPC clients, which had formerly been included within GPC; and
records Merrill Lynchs share of net earnings from its ownership positions in other investment
72
management companies, including its investment in BlackRock. Apart from the new investment in
BlackRock, earnings from such ownership positions in other investment management companies were
previously reported in GMI.
The principal methodologies used in preparing the segment results in the table that follows are:
§ |
|
Revenues and expenses are assigned to segments where directly attributable; |
|
§ |
|
Principal transactions, net interest and investment banking revenues and related costs resulting
from the client activities of GWM are allocated among GMI and GWM based on production credits,
share counts, trade counts, and other measures which estimate relative value; |
|
§ |
|
Through the third quarter of 2006, MLIM received a net advisory fee from GWM relating to certain
MLIM-branded products offered through GWMs 401(k) product offering; |
|
§ |
|
Through the third quarter of 2006, revenues and expenses related to mutual fund shares bearing a
contingent deferred sales charge were reflected in segment results as if MLIM and GWM were
unrelated entities; |
|
§ |
|
Interest (cost of carry) is allocated by charging each segment based on its capital usage and
Merrill Lynchs blended cost of capital; |
|
§ |
|
Acquisition financing costs and other corporate interest are included in the Corporate items
because management excludes these items from segment operating results in evaluating segment
performance; |
|
§ |
|
Merrill Lynch has revenue and expense sharing agreements for joint activities between segments,
and the results of each segment reflect the agreed-upon apportionment of revenues and expenses
associated with these activities; and |
|
§ |
|
Residual expenses (i.e., those related to overhead and support units) are attributed to segments
based on specific methodologies (e.g., headcount, square footage, intersegment agreements). |
Management believes that the following information by business segment provides a reasonable
representation of each segments contribution to the consolidated net revenues and pre-tax
earnings from continuing operations, and represents information that is relied upon by management in its decision-making
processes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
GMI |
|
|
GWM |
|
|
MLIM |
|
|
Corporate |
|
|
Total |
|
|
2006(4)(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest revenues |
|
$ |
16,167 |
|
|
$ |
9,738 |
|
|
$ |
1,867 |
|
|
$ |
2,010 |
(1) |
|
$ |
29,782 |
|
Net interest profit(3) |
|
|
2,750 |
|
|
|
2,103 |
|
|
|
33 |
|
|
|
(275) |
(2) |
|
|
4,611 |
|
|
Net revenues |
|
|
18,917 |
|
|
|
11,841 |
|
|
|
1,900 |
|
|
|
1,735 |
|
|
|
34,393 |
|
Non-interest expenses |
|
|
13,166 |
|
|
|
9,551 |
|
|
|
1,263 |
|
|
|
144 |
(1) |
|
|
24,124 |
|
|
Pre-tax
earnings from continuing
operations(6) |
|
$ |
5,751 |
|
|
$ |
2,290 |
|
|
$ |
637 |
|
|
$ |
1,591 |
|
|
$ |
10,269 |
|
|
Year-end total assets(7) |
|
$ |
745,692 |
|
|
$ |
92,660 |
|
|
$ |
|
|
|
$ |
2,947 |
|
|
$ |
841,299 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest revenues |
|
$ |
10,295 |
|
|
$ |
8,844 |
|
|
$ |
1,780 |
|
|
$ |
38 |
|
|
$ |
20,957 |
|
Net interest profit(3) |
|
|
3,549 |
|
|
|
1,645 |
|
|
|
27 |
|
|
|
(469 |
)(2) |
|
|
4,752 |
|
|
Net revenues |
|
|
13,844 |
|
|
|
10,489 |
|
|
|
1,807 |
|
|
|
(431 |
) |
|
|
25,709 |
|
Non-interest expenses |
|
|
8,854 |
|
|
|
8,422 |
|
|
|
1,221 |
|
|
|
129 |
|
|
|
18,626 |
|
|
Pre-tax earnings (loss) from continuing
operations(6) |
|
$ |
4,990 |
|
|
$ |
2,067 |
|
|
$ |
586 |
|
|
$ |
(560 |
) |
|
$ |
7,083 |
|
|
Year-end total assets(7) |
|
$ |
590,054 |
|
|
$ |
76,908 |
|
|
$ |
7,470 |
|
|
$ |
6,583 |
|
|
$ |
681,015 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest revenues |
|
$ |
7,519 |
|
|
$ |
8,346 |
|
|
$ |
1,567 |
|
|
$ |
(3 |
) |
|
$ |
17,429 |
|
Net interest profit(3) |
|
|
3,544 |
|
|
|
1,241 |
|
|
|
13 |
|
|
|
(408 |
)(2) |
|
|
4,390 |
|
|
Net revenues |
|
|
11,063 |
|
|
|
9,587 |
|
|
|
1,580 |
|
|
|
(411 |
) |
|
|
21,819 |
|
Non-interest expenses |
|
|
7,194 |
|
|
|
7,804 |
|
|
|
1,120 |
|
|
|
(45 |
) |
|
|
16,073 |
|
|
Pre-tax earnings (loss) from continuing
operations(6) |
|
$ |
3,869 |
|
|
$ |
1,783 |
|
|
$ |
460 |
|
|
$ |
(366 |
) |
|
$ |
5,746 |
|
|
Year-end total assets(7) |
|
$ |
537,124 |
|
|
$ |
74,849 |
|
|
$ |
9,415 |
|
|
$ |
6,710 |
|
|
$ |
628,098 |
|
|
|
|
|
(1) |
|
Corporates 2006 results include $2.0 billion of non-interest revenues (gain on merger) and
$202 million of non-interest expenses related to the closing of the BlackRock merger. |
(2) |
|
Includes the impact of junior subordinated notes (related to trust preferred securities) and
other corporate items. |
(3) |
|
Management views interest income net of interest expense in evaluating results. |
(4) |
|
2006 results include the impact of the $1.8 billion, pre-tax, one-time compensation expenses
incurred in the first quarter of 2006. These one-time compensation expenses were recorded as
follows: $1.4 billion to GMI, $281 million to GWM and $109 million to MLIM; refer to Note 1 to the
Consolidated Financial Statements for further information. |
(5) |
|
MLIMs 2006 results include revenues and earnings for the first nine months of 2006 prior to
the BlackRock merger. |
(6) |
|
See Note 18 of the
Consolidated Financial Statements for further information on
discontinued operations. |
(7) |
|
Includes assets related to
discontinued operations. Please see Note 18 of the Consolidated
Financial Statements for further information. |
Geographic Information
Merrill Lynch operates in both U.S. and non-U.S. markets. Merrill Lynchs non-U.S. business
activities are conducted through offices in four regions:
§ |
|
Europe, Middle East, and Africa; |
|
§ |
|
Pacific Rim; |
73 Merrill Lynch 2006 Annual Report
§ |
|
Latin America; and |
|
§ |
|
Canada. |
The principal methodologies used in preparing the geographic data below are as follows:
§ |
|
Revenue and expenses are generally recorded based on the location of the employee generating the revenue or incurring the expense; |
|
§ |
|
Pre-tax earnings 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Europe, Middle East, and Africa |
|
$ |
6,967 |
|
|
$ |
4,770 |
|
|
$ |
3,406 |
|
Pacific Rim |
|
|
3,691 |
|
|
|
2,680 |
|
|
|
2,367 |
|
Latin America |
|
|
1,020 |
|
|
|
839 |
|
|
|
656 |
|
Canada |
|
|
378 |
|
|
|
229 |
|
|
|
251 |
|
|
Total Non-U.S. |
|
|
12,056 |
|
|
|
8,518 |
|
|
|
6,680 |
|
United States(1) |
|
|
22,337 |
|
|
|
17,191 |
|
|
|
15,139 |
|
|
Total net revenues |
|
$ |
34,393 |
|
|
$ |
25,709 |
|
|
$ |
21,819 |
|
|
Pre-tax
earnings from continuing operations(2)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
Europe, Middle East, and Africa |
|
$ |
2,065 |
|
|
$ |
1,319 |
|
|
$ |
650 |
|
Pacific Rim |
|
|
1,242 |
|
|
|
964 |
|
|
|
906 |
|
Latin America |
|
|
390 |
|
|
|
344 |
|
|
|
203 |
|
Canada |
|
|
175 |
|
|
|
46 |
|
|
|
82 |
|
|
Total Non-U.S. |
|
|
3,872 |
|
|
|
2,673 |
|
|
|
1,841 |
|
United States(1) |
|
|
6,397 |
|
|
|
4,410 |
|
|
|
3,905 |
|
|
Total pre-tax earnings from continuing
operations
(3) |
|
$ |
10,269 |
|
|
$ |
7,083 |
|
|
$ |
5,746 |
|
|
|
|
|
(1) |
|
United States 2006 net revenues and pre-tax earnings include $2.0 billion of revenues (gain
on merger) and $202 million of expenses related to the closing of the BlackRock merger. |
(2) |
|
2006 pre-tax earnings include the impact of the $1.8 billion of one-time compensation expenses
incurred in the first quarter of 2006. These costs have been allocated to each of the regions,
accordingly. Refer to Note 1 to the Consolidated Financial Statements for further information. |
(3) |
|
See
Note 18 of the
Consolidated Financial Statements for further information on
discontinued operations. |
NOTE 4 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 agencies, asset-backed, corporate debt, equity, and non-U.S. governments and
agencies securities. Merrill Lynch receives collateral in connection with resale agreements,
securities borrowed transactions, customer margin loans, and other loans. Under many 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 December 29, 2006 and December 30, 2005, the fair
value of securities received as collateral where Merrill Lynch is permitted to sell or repledge the
securities was $634 billion and $538 billion, respectively, and the fair value of the portion that
has been sold or repledged was $497 billion and $402 billion, respectively. Merrill Lynch may use
securities received as collateral for resale agreements to satisfy regulatory requirements such as
Rule 15c3-3 of the SEC. At December 29, 2006 and December 30, 2005, the fair value of collateral
used for this purpose was $19.3 billion, and $15.5 billion, respectively.
Merrill Lynch pledges firm-owned assets to collateralize repurchase agreements and other secured
financings. Pledged securities that can be sold or repledged by the secured party are
parenthetically disclosed in trading assets and investment securities on the 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
year-end 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Trading asset category |
|
|
|
|
|
|
|
|
Mortgages, mortgage-backed, and asset-backed securities |
|
$ |
34,475 |
|
|
$ |
21,664 |
|
U.S. Government and agencies |
|
|
12,068 |
|
|
|
6,711 |
|
Corporate debt and preferred stock |
|
|
11,454 |
|
|
|
10,394 |
|
Equities and convertible debentures |
|
|
4,812 |
|
|
|
4,019 |
|
Non-U.S. Governments and agencies |
|
|
4,810 |
|
|
|
3,353 |
|
Municipals and money markets |
|
|
975 |
|
|
|
100 |
|
|
Total |
|
$ |
68,594 |
|
|
$ |
46,241 |
|
|
74
NOTE 5 Investment Securities
Investment securities on the Consolidated Balance Sheets include:
§ |
|
SFAS No. 115 investments held by ML & Co. and certain of its non-broker-dealer entities,
including Merrill Lynch banks and insurance subsidiaries. SFAS No. 115 investments 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 that do not fall within the scope of SFAS No. 115. Non-qualifying investments consist principally of: |
|
§ |
|
Equity investments, including investments in partnerships and joint ventures. Included in equity
investments are private equity investments that Merrill Lynch holds for capital appreciation and/or
current income and which are accounted for in accordance with the Investment Company Guide. The
investments are initially carried at cost and are adjusted when changes in the underlying fair
values are readily ascertainable, generally based on specific events (for example,
recapitalizations and IPOs), or expected cash flows and market comparables of similar companies.
Equity investments held outside of investment companies, which are held for strategic purposes, are
generally accounted for at LOCOM or under the equity method, depending on Merrill Lynchs ability
to exercise significant influence. |
|
|
§ |
|
Investments of insurance subsidiaries, which primarily represent insurance policy loans and are accounted for at amortized cost. |
|
|
§ |
|
Deferred compensation hedges, which are investments economically hedging deferred compensation liabilities and are accounted for at fair value. |
Fair value for non-qualifying investments is estimated using a number of methods, including
earnings multiples, discounted cash flow analyses, and review of underlying financial conditions
and other market factors. These instruments may be subject to restrictions (e.g., sale requires
consent of other investors to sell) that may limit Merrill Lynchs ability to currently realize the
estimated fair value. Accordingly, Merrill Lynchs current estimate of fair value and the ultimate
realization for these instruments may differ.
Investment securities reported on the Consolidated Balance Sheets at December 29, 2006 and December
30, 2005 are as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Investment securities |
|
|
|
|
|
|
|
|
Available-for-sale(1) |
|
$ |
56,294 |
|
|
$ |
54,471 |
|
Trading |
|
|
6,512 |
|
|
|
5,666 |
|
Held-to-maturity |
|
|
269 |
|
|
|
271 |
|
Non-qualifying |
|
|
|
|
|
|
|
|
Equity investments(2) |
|
|
21,288 |
|
|
|
9,795 |
|
Investments of insurance subsidiaries |
|
|
1,360 |
|
|
|
1,174 |
|
Deferred compensation hedges |
|
|
1,752 |
|
|
|
1,457 |
|
Investments in trust preferred securities and other investments |
|
|
715 |
|
|
|
738 |
|
|
Total |
|
$ |
88,190 |
|
|
$ |
73,572 |
|
|
|
|
|
(1) |
|
At December 29, 2006 and December 30, 2005, includes $4.8 billion and $4.3 billion,
respectively, of investment securities reported in cash and securities segregated for regulatory
purposes or deposited with clearing organizations. |
(2) |
|
Includes Merrill Lynchs investment in BlackRock. |
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.
75 Merrill Lynch 2006 Annual Report
Information regarding investment securities subject to SFAS No. 115 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2006 |
|
|
December 30, 2005 |
|
|
|
Cost/ |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
Cost/ |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
(dollars in millions) |
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
|
Available-for-Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage- and asset-backed |
|
$ |
48,394 |
|
|
$ |
104 |
|
|
$ |
(331 |
) |
|
$ |
48,167 |
|
|
$ |
44,726 |
|
|
$ |
80 |
|
|
$ |
(400 |
) |
|
$ |
44,406 |
|
Certificate of deposits |
|
|
3,114 |
|
|
|
|
|
|
|
(2 |
) |
|
|
3,112 |
|
|
|
3,942 |
|
|
|
|
|
|
|
(10 |
) |
|
|
3,932 |
|
Corporate debt |
|
|
2,242 |
|
|
|
9 |
|
|
|
(24 |
) |
|
|
2,227 |
|
|
|
2,338 |
|
|
|
15 |
|
|
|
(34 |
) |
|
|
2,319 |
|
U.S. Government and
agencies |
|
|
1,833 |
|
|
|
|
|
|
|
(28 |
) |
|
|
1,805 |
|
|
|
2,930 |
|
|
|
1 |
|
|
|
(40 |
) |
|
|
2,891 |
|
Other(1) |
|
|
760 |
|
|
|
|
|
|
|
(3 |
) |
|
|
757 |
|
|
|
346 |
|
|
|
8 |
|
|
|
(1 |
) |
|
|
353 |
|
|
Total debt securities |
|
|
56,343 |
|
|
|
113 |
|
|
|
(388 |
) |
|
|
56,068 |
|
|
|
54,282 |
|
|
|
104 |
|
|
|
(485 |
) |
|
|
53,901 |
|
Equity securities |
|
|
213 |
|
|
|
19 |
|
|
|
(6 |
) |
|
|
226 |
|
|
|
507 |
|
|
|
69 |
|
|
|
(6 |
) |
|
|
570 |
|
|
Total |
|
$ |
56,556 |
|
|
$ |
132 |
|
|
$ |
(394 |
) |
|
$ |
56,294 |
|
|
$ |
54,789 |
|
|
$ |
173 |
|
|
$ |
(491 |
) |
|
$ |
54,471 |
|
|
Held-to-Maturity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipals |
|
$ |
254 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
254 |
|
|
$ |
254 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
254 |
|
Mortgage- and asset-backed |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
Total |
|
$ |
269 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
269 |
|
|
$ |
271 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
271 |
|
|
|
|
|
(1) |
|
Includes investments in Non-U.S. Government and agency securities. |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 1 Year |
|
|
More than 1 Year |
|
|
Total |
|
(dollars in millions) |
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
Asset category |
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
Fair Value |
|
|
Losses |
|
|
December 29, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage- and asset-backed |
|
$ |
15,645 |
|
|
$ |
(28 |
) |
|
$ |
10,243 |
|
|
$ |
(253 |
) |
|
$ |
25,888 |
|
|
$ |
(281 |
) |
Certificate of deposits |
|
|
2,103 |
|
|
|
(2 |
) |
|
|
5 |
|
|
|
|
|
|
|
2,108 |
|
|
|
(2 |
) |
U.S. Government and agencies |
|
|
151 |
|
|
|
(1 |
) |
|
|
1,629 |
|
|
|
(25 |
) |
|
|
1,780 |
|
|
|
(26 |
) |
Corporate debt |
|
|
691 |
|
|
|
(2 |
) |
|
|
1,029 |
|
|
|
(23 |
) |
|
|
1,720 |
|
|
|
(25 |
) |
Other (1) |
|
|
100 |
|
|
|
|
|
|
|
267 |
|
|
|
(9 |
) |
|
|
367 |
|
|
|
(9 |
) |
|
Total debt securities |
|
|
18,690 |
|
|
|
(33 |
) |
|
|
13,173 |
|
|
|
(310 |
) |
|
|
31,863 |
|
|
|
(343 |
) |
Equity securities |
|
|
19 |
|
|
|
|
|
|
|
57 |
|
|
|
(5 |
) |
|
|
76 |
|
|
|
(5 |
) |
|
Total temporarily impaired
securities |
|
$ |
18,709 |
|
|
$ |
(33 |
) |
|
$ |
13,230 |
|
|
$ |
(315 |
) |
|
$ |
31,939 |
|
|
$ |
(348 |
) |
|
December 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage- and asset-backed |
|
$ |
20,867 |
|
|
$ |
(186 |
) |
|
$ |
6,843 |
|
|
$ |
(158 |
) |
|
$ |
27,710 |
|
|
$ |
(344 |
) |
Certificate of deposits |
|
|
3,489 |
|
|
|
(6 |
) |
|
|
432 |
|
|
|
(4 |
) |
|
|
3,921 |
|
|
|
(10 |
) |
U.S. Government and agencies |
|
|
2,369 |
|
|
|
(32 |
) |
|
|
228 |
|
|
|
(3 |
) |
|
|
2,597 |
|
|
|
(35 |
) |
Corporate debt |
|
|
878 |
|
|
|
(15 |
) |
|
|
519 |
|
|
|
(17 |
) |
|
|
1,397 |
|
|
|
(32 |
) |
Other(1) |
|
|
5 |
|
|
|
|
|
|
|
283 |
|
|
|
(8 |
) |
|
|
288 |
|
|
|
(8 |
) |
|
Total debt securities |
|
|
27,608 |
|
|
|
(239 |
) |
|
|
8,305 |
|
|
|
(190 |
) |
|
|
35,913 |
|
|
|
(429 |
) |
Equity securities |
|
|
49 |
|
|
|
|
|
|
|
59 |
|
|
|
(6 |
) |
|
|
108 |
|
|
|
(6 |
) |
|
Total temporarily impaired
securities |
|
$ |
27,657 |
|
|
$ |
(239 |
) |
|
$ |
8,364 |
|
|
$ |
(196 |
) |
|
$ |
36,021 |
|
|
$ |
(435 |
) |
|
|
|
|
(1) |
|
Includes investments in Non-U.S. Government
and agency securities. |
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.
Merrill Lynch reviews its held-to-maturity and 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 Merrill Lynchs intent and ability to retain the
security to allow for an anticipated recovery in market value. As of December 29, 2006, Merrill
Lynch does not consider the securities to be other-than-temporarily impaired.
76
The amortized cost and estimated fair value of debt securities at December 29, 2006 by
contractual maturity, for available-for-sale and held-to-maturity investments follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale |
|
|
Held-to-Maturity |
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
(dollars in millions) |
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
Due in one year or less |
|
$ |
5,139 |
|
|
$ |
5,129 |
|
|
$ |
|
|
|
$ |
|
|
Due after one year through five years |
|
|
1,612 |
|
|
|
1,584 |
|
|
|
|
|
|
|
|
|
Due after five years through ten years |
|
|
1,092 |
|
|
|
1,080 |
|
|
|
254 |
|
|
|
254 |
|
Due after ten years |
|
|
106 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,949 |
|
|
|
7,901 |
|
|
|
254 |
|
|
|
254 |
|
Mortgage- and asset-backed securities |
|
|
48,394 |
|
|
|
48,167 |
|
|
|
15 |
|
|
|
15 |
|
|
Total(1) |
|
$ |
56,343 |
|
|
$ |
56,068 |
|
|
$ |
269 |
|
|
$ |
269 |
|
|
|
|
|
(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 investments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Proceeds |
|
$ |
16,176 |
|
|
$ |
36,574 |
|
|
$ |
27,983 |
|
Gross realized gains |
|
|
160 |
|
|
|
411 |
|
|
|
389 |
|
Gross realized losses |
|
|
(161 |
) |
|
|
(71 |
) |
|
|
(54 |
) |
|
Net unrealized gains and (losses) from investment securities classified as trading included
in the 2006, 2005, and 2004 Consolidated Statements of Earnings were $125 million, $(13) million,
and $(275) million, respectively.
NOTE 6 Trading Assets and Liabilities
As part of its trading activities, Merrill Lynch provides its clients with brokerage,
dealing, financing, and underwriting services for a broad range of products. While trading
activities are primarily generated by client order flow, Merrill Lynch also takes proprietary
positions based on expectations of future market movements and conditions. Merrill Lynchs trading
strategies rely on the integrated management of its client-driven and proprietary positions, along
with related hedging and financing.
Interest revenue and expense are integral components of trading activities. In assessing the
profitability of trading activities, Merrill Lynch views net interest and principal transactions
revenues in the aggregate.
Trading activities expose Merrill Lynch to market and credit risks. These risks are managed in
accordance with established risk management policies and procedures. Specifically, the independent
risk and control groups work to ensure that these risks are properly identified, measured,
monitored, and managed throughout Merrill Lynch. To accomplish this, Merrill Lynch has established
a risk management process that includes:
§ |
|
A formal risk governance structure that defines the oversight process and its components; |
|
§ |
|
A regular review of the risk management process by the Audit Committee of the Board of Directors
as well as a regular review of credit, market and liquidity risks and processes by the Finance
Committee of the Board of Directors; |
|
§ |
|
Clearly defined risk management policies and procedures supported by a rigorous analytical
framework; |
|
§ |
|
Communication and coordination among the businesses, executive management, and risk functions
while maintaining strict segregation of responsibilities, controls, and oversight; and |
|
§ |
|
Clearly articulated risk tolerance levels, defined and regularly reviewed by the ROC, that are
consistent with its business strategy, capital structure, and current and anticipated market
conditions. |
The risk management and control process, combined with the independent risk and control groups and
analytical infrastructure, ensures that Merrill Lynchs risk tolerance is well-defined and
understood by the firms risk-takers as well as by its executive management. Other groups,
including Corporate Audit, Finance, and the Office of the General Counsel, partner with the
independent risk groups to establish and maintain this overall risk management control process.
While no risk management system can ever be absolutely complete, the goal of these independent risk
and control groups is to make certain that risk-related losses occur within acceptable, predefined
levels.
Merrill Lynch documents its risk management objectives and strategies for undertaking various hedge
transactions. The risk management objectives and strategies are monitored and managed by the
independent risk and control groups in accordance with established risk management policies and
procedures that include risk tolerance levels.
77 Merrill Lynch 2006 Annual Report
Market Risk
Market risk is the potential change in an instruments value caused by fluctuations in
interest and currency exchange rates, equity and commodity prices, credit spreads, or other risks.
The level of market risk is influenced by the volatility and the liquidity in the markets in which
financial instruments are traded.
Merrill Lynch seeks to mitigate market risk associated with trading inventories by employing
hedging strategies that correlate rate, price, and spread movements of trading inventories and
related financing and hedging activities. Merrill Lynch uses a combination of cash instruments and
derivatives to hedge its market exposures. The following discussion describes the types of market
risk faced by Merrill Lynch.
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect the
value of financial instruments. Interest rate swap agreements, Eurodollar futures, and U.S.
Treasury securities and futures are common interest rate risk management tools. The decision to
manage interest rate risk using futures or swap contracts, as opposed to buying or selling short
U.S. Treasury or other securities, depends on current market conditions and funding considerations.
Interest rate agreements used by Merrill Lynch include caps, collars, floors, basis swaps,
leveraged swaps, and options. Interest rate caps and floors provide the purchaser with protection
against rising and falling interest rates, respectively. Interest rate collars combine a cap and a
floor, providing the purchaser with a predetermined interest rate range. Basis swaps are a type of
interest rate swap agreement where variable rates are received and paid, but are based on different
index rates. Leveraged swaps are another type of interest rate swap where changes in the variable
rate are multiplied by a contractual leverage factor, such as four times three-month London
Interbank Offered Rate (LIBOR). Merrill Lynchs exposure to interest rate risk resulting from
these leverage factors is typically hedged with other financial instruments.
Currency Risk
Currency risk arises from the possibility that fluctuations in foreign exchange rates will
impact the value of financial instruments. Merrill Lynchs trading assets and liabilities include
both cash instruments denominated in and derivatives linked to more than 50 currencies, including
the euro, Japanese yen, British pound, and Swiss franc. Currency forwards and options are commonly
used to manage currency risk associated with these instruments. Currency swaps may also be used in
situations where a long-dated forward market is not available or where the client needs a
customized instrument to hedge a foreign currency cash flow stream. Typically, parties to a
currency swap initially exchange principal amounts in two currencies, agreeing to exchange interest
payments and to re-exchange the currencies at a future date and exchange rate.
Equity Price Risk
Equity price risk arises from the possibility that equity security prices will fluctuate,
affecting the value of equity securities and other instruments that derive their value from a
particular stock, a defined basket of stocks, or a stock index. Instruments typically used by
Merrill Lynch to manage equity price risk include equity options, warrants, and baskets of equity
securities. Equity options, for example, can require the writer to purchase or sell a specified
stock or to make a cash payment based on changes in the market price of that stock, basket of
stocks, or stock index.
Credit Spread Risk
Credit spread risk arises from the possibility that changes in credit spreads will affect the
value of financial instruments. Credit spreads represent the credit risk premiums required by
market participants for a given credit quality (i.e., the additional yield that a debt instrument
issued by a AA-rated entity must produce over a risk-free alternative (e.g., U.S. Treasury
instrument)). Certain instruments are used by Merrill Lynch to manage this type of risk. Swaps and
options, for example, can be designed to mitigate losses due to changes in credit spreads, as well
as the credit downgrade or default of the issuer. Credit risk resulting from default on
counterparty obligations is discussed in the Credit Risk section.
Commodity Price and Other Risks
Through its commodities business, Merrill Lynch enters into exchange-traded contracts,
financially settled OTC derivatives, contracts for physical delivery and contracts providing for
the transportation and/or storage rights on pipelines, power lines or storage facilities.
Commodity, related storage, transportation or other contracts expose Merrill Lynch to the risk that
the price of the underlying commodity may rise or fall. In addition, contracts resulting in
physical delivery can expose Merrill Lynch to numerous other risks, including performance risk and
other delivery risks.
Credit Risk
Merrill Lynch is exposed to risk of loss if an individual, counterparty or issuer fails to
perform its obligations under contractual terms (default risk). Both cash instruments and
derivatives expose Merrill Lynch to default risk. Credit risk arising from changes in credit
spreads was previously discussed in the Market Risk section.
78
Merrill Lynch has established policies and procedures for mitigating credit risk on principal
transactions, including reviewing and establishing limits for credit exposure, maintaining
qualifying collateral, purchasing credit protection, and continually assessing the creditworthiness
of counterparties.
In the normal course of business, Merrill Lynch executes, settles, and finances various customer
securities transactions. Execution of these transactions includes the purchase and sale of
securities by Merrill Lynch. These activities may expose Merrill Lynch to default risk arising from
the potential that customers or counterparties may fail to satisfy their obligations. In these
situations, Merrill Lynch may be required to purchase or sell financial instruments at unfavorable
market prices to satisfy obligations to other customers or counterparties. Additional information
about these obligations is provided in Note 12 to the Consolidated Financial Statements. In
addition, Merrill Lynch seeks to control the risks associated with its customer margin activities
by requiring customers to maintain collateral in compliance with regulatory and internal
guidelines.
Liabilities to other brokers and dealers related to unsettled transactions (i.e., securities
failed-to-receive) are recorded at the amount for which the securities were purchased, and are paid
upon receipt of the securities from other brokers or dealers. In the case of aged securities
failed-to-receive, Merrill Lynch may purchase the underlying security in the market and seek
reimbursement for losses from the counterparty.
Concentrations of Credit Risk
Merrill Lynchs exposure to credit risk (both default and credit spread) associated with its
trading and other activities is measured on an individual counterparty basis, as well as by groups
of counterparties that share similar attributes. Concentrations of credit risk can be affected by
changes in political, industry, or economic factors. To reduce the potential for risk
concentration, credit limits are established and monitored in light of changing counterparty and
market conditions.
At December 29, 2006, Merrill Lynchs most significant concentration of credit risk was with the
U.S. Government and its agencies. This concentration consists of both direct and indirect
exposures. Direct exposure, which primarily results from trading asset and investment security
positions in instruments issued by the U.S. Government and its agencies, excluding mortgage-backed
securities, amounted to $15.0 billion and $11.9 billion at December 29, 2006 and December 30, 2005,
respectively. Merrill Lynchs indirect exposure results from maintaining U.S. Government and
agencies securities as collateral for resale agreements and securities borrowed transactions.
Merrill Lynchs direct credit exposure on these transactions is with the counterparty; thus Merrill
Lynch has credit exposure to the U.S. Government and its agencies only in the event of the
counterpartys default. Securities issued by the U.S. Government or its agencies held as collateral
for resale agreements and securities borrowed transactions at December 29, 2006 and December 30,
2005 totaled $116.3 billion and $140.7 billion, respectively.
At December 29, 2006, Merrill Lynch had other concentrations of credit risk, the largest of which
was related to a U.S. subsidiary of a large foreign bank that has an internal credit rating of AAA,
which reflects structural seniority and other credit enhancements. Total outstanding unsecured
exposure to this counterparty was approximately $2.4 billion, or 0.3% of total assets.
Merrill Lynchs most significant industry credit concentration is with financial institutions.
Financial institutions include banks, insurance companies, finance companies, investment managers,
and other diversified financial institutions. This concentration arises in the normal course of
Merrill Lynchs brokerage, trading, hedging, financing, and underwriting activities. Merrill Lynch
also monitors credit exposures worldwide by region. Outside the United States, financial
institutions and sovereign governments represent the most significant concentrations of credit
risk.
In the normal course of business, Merrill Lynch purchases, sells, underwrites, and makes markets in
non-investment grade instruments. Merrill Lynch also provides extensions of credit and makes equity
investments to facilitate leveraged transactions. These activities expose Merrill Lynch to a higher
degree of credit risk than is associated with trading, investing in, and underwriting investment
grade instruments and extending credit to investment grade counterparties.
Derivatives
Merrill Lynchs trading derivatives consist of derivatives provided to customers and
derivatives entered into for proprietary trading strategies or risk management purposes.
Default risk on derivatives can also occur for the full notional amount of the trade where a final
exchange of principal takes place, as may be the case for currency swaps. Default risk exposure
varies by type of derivative. Swap agreements and forward contracts are generally OTC-transacted
and thus are exposed to default risk to the extent of their replacement cost. Since futures
contracts are exchange-traded and usually require daily cash settlement, the related risk of loss
is generally limited to a one-day net positive change in market value. Generally such receivables
and payables are recorded in customers receivables and payables on the Consolidated Balance
Sheets. Option contracts can be exchange-traded or OTC-transacted. Purchased options have default
risk to the extent of their replacement cost. Written options represent a potential obligation to
counterparties and typically do not subject Merrill Lynch to default risk except under
circumstances such as where the option premium is being financed or in cases where Merrill Lynch is
required to post collateral. Additional
79 Merrill Lynch 2006 Annual Report
information about derivatives that meet the definition of a guarantee for accounting purposes
is included in Note 12 to the Consolidated Financial Statements.
Merrill Lynch generally enters into International Swaps and Derivatives Association, Inc. master
agreements or their equivalent (master netting agreements) with each of its counterparties, as
soon as possible. Master netting agreements provide protection in bankruptcy in certain
circumstances and, in some cases, enable receivables and payables with the same counterparty to be
offset on the Consolidated Balance Sheets, providing for a more meaningful balance sheet
presentation of credit exposure. However, the enforceability of master netting agreements under
bankruptcy laws in certain countries, or in certain industries, is not free from doubt and
receivables and payables with counterparties in these countries or industries are accordingly
recorded on a gross basis.
To reduce the risk of loss, Merrill Lynch requires collateral, principally cash and U.S. Government
and agencies securities, on certain derivative transactions. Merrill Lynch nets cash collateral
paid or received under credit support annexes associated with legally enforceable master netting
agreements against derivative inventory. For the year ended December 29, 2006, cash collateral
netted against derivative inventory was $7.2 billion. From an economic standpoint, Merrill Lynch
evaluates default risk exposures net of related collateral. In addition to obtaining collateral,
Merrill Lynch attempts to mitigate default risk on derivatives by entering into transactions with
provisions that enable Merrill Lynch to terminate or reset the terms of the derivative contract.
Many of Merrill Lynchs derivative contracts contain provisions that could, upon an adverse change
in ML & Co.s credit rating, trigger a requirement for an early payment or additional collateral
support.
NOTE 7 Securitization Transactions and Transactions with Special Purpose Entities (SPEs)
Securitizations
In the normal course of business, Merrill Lynch securitizes: commercial and residential
mortgage loans; municipal, government, and corporate bonds; and other types of financial assets.
SPEs, often referred to as Variable Interest Entities, or VIEs, are often used when entering into
or facilitating securitization transactions. Merrill Lynchs involvement with SPEs used to
securitize financial assets includes: structuring and/or establishing SPEs; selling assets to SPEs;
managing or servicing assets held by SPEs; underwriting, distributing, and making loans to SPEs;
making markets in securities issued by SPEs; engaging in derivative transactions with SPEs; owning
notes or certificates issued by SPEs; and/or providing liquidity facilities and other guarantees to
SPEs.
Merrill Lynch securitized assets of approximately $147.2 billion and $90.3 billion for the years
ended December 29, 2006 and December 30, 2005, respectively. For the years ended December 29, 2006
and December 30, 2005, Merrill Lynch received $148.8 billion and $91.1 billion, respectively, of
proceeds, and other cash inflows, from securitization transactions, and recognized net
securitization gains of $535.5 million and $425.4 million, respectively, in Merrill Lynchs
Consolidated Statements of Earnings.
The table below summarizes the cash flows received by Merrill Lynch from securitization
transactions related to the following asset types:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Asset category |
|
|
|
|
|
|
|
|
Residential mortgage loans |
|
$ |
97,433 |
|
|
$ |
58,002 |
|
Municipal bonds |
|
|
29,482 |
|
|
|
17,084 |
|
Corporate and government bonds |
|
|
3,870 |
|
|
|
2,468 |
|
Commercial loans and other |
|
|
17,984 |
|
|
|
13,569 |
|
|
Total |
|
$ |
148,769 |
|
|
$ |
91,123 |
|
|
In certain instances, Merrill Lynch retains interests in the senior tranche, subordinated
tranche, and/or residual tranche of securities issued by certain SPEs created to securitize assets.
The gain or loss on the sale of the assets is determined with reference to the previous carrying
amount of the financial assets transferred, which is allocated between the assets sold and the
retained interests, if any, based on their relative fair value at the date of transfer.
Retained interests are recorded in the Consolidated Balance Sheets at fair value. To obtain fair
values, observable market prices are used if available. Where observable market prices are
unavailable, Merrill Lynch generally estimates fair value initially and on an ongoing basis based
on the present value of expected future cash flows using managements best estimates of credit
losses, prepayment rates, forward yield curves, and discount rates, commensurate with the risks
involved. Retained interests are either held as trading assets, with changes in fair value recorded
in the Consolidated Statements of Earnings, or as securities available-for-sale, with changes in
fair value included in accumulated other comprehensive loss. Retained interests held as
available-for-sale are reviewed periodically for impairment.
Retained interests in securitized assets were approximately $6.8 billion and $4.0 billion at
December 29, 2006 and December 30, 2005, respectively, which related primarily to residential
mortgage loan and municipal bond securitization transactions. The majority of the retained interest
balance consists of mortgage-backed securities that have observable market prices. These retained
interests include mortgage-backed securities that Merrill Lynch expects to sell to investors in the
normal course of its underwriting activity.
80
The following table presents information on retained interests, excluding the offsetting
benefit of financial instruments used to hedge risks, held by Merrill Lynch as of December 29,
2006, arising from Merrill Lynchs residential mortgage loan, municipal bond and other
securitization transactions. The sensitivities of the current fair value of the retained interests
to immediate 10% and 20% adverse changes in assumptions and parameters are also shown.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
Mortgage |
|
|
Municipal |
|
|
|
|
(dollars in millions) |
|
Loans |
|
|
Bonds |
|
|
Other |
|
|
Retained interest amount |
|
$ |
5,101 |
|
|
$ |
917 |
|
|
$ |
765 |
|
Weighted average credit losses (rate per annum) |
|
|
1.0 |
% |
|
|
0.0 |
% |
|
|
0.2 |
% |
Range |
|
|
0.06.7 |
% |
|
|
0.0 |
% |
|
|
0.04.8 |
% |
Impact on fair value of 10% adverse change |
|
$ |
(46 |
) |
|
$ |
|
|
|
$ |
(2 |
) |
Impact on fair value of 20% adverse change |
|
$ |
(92 |
) |
|
$ |
|
|
|
$ |
(3 |
) |
Weighted average discount rate |
|
|
8.6 |
% |
|
|
4.1 |
% |
|
|
6.1 |
% |
Range |
|
|
0.099.0 |
% |
|
|
3.555.0 |
% |
|
|
0.025.1 |
% |
Impact on fair value of 10% adverse change |
|
$ |
(139 |
) |
|
$ |
(89 |
) |
|
$ |
(15 |
) |
Impact on fair value of 20% adverse change |
|
$ |
(273 |
) |
|
$ |
(128 |
) |
|
$ |
(29 |
) |
Weighted average life (in years) |
|
|
3.4 |
|
|
|
1.1 |
|
|
|
0.6 |
|
Range |
|
|
0.026.8 |
|
|
|
0.19.6 |
|
|
|
0.09.9 |
|
Weighted average prepayment speed (CPR)(1) |
|
|
26.0 |
% |
|
|
4.7 |
% |
|
|
31.3 |
% |
Range(1) |
|
|
0.070.0 |
% |
|
|
0.030.4 |
% |
|
|
0.088.0 |
% |
Impact on fair value of 10% adverse change |
|
$ |
(66 |
) |
|
$ |
|
|
|
$ |
(1 |
) |
Impact on fair value of 20% adverse change |
|
$ |
(100 |
) |
|
$ |
|
|
|
$ |
(1 |
) |
|
|
|
|
CPR=Constant Prepayment Rate |
(1) |
|
Relates to select securitization transactions where assets are prepayable. |
The preceding sensitivity analysis is hypothetical and should be used with caution. In
particular, the effect of a variation in a particular assumption on the fair value of the retained
interest is calculated independent of changes in any other assumption; in practice, changes in one
factor may result in changes in another, which might magnify or counteract the sensitivities.
Further, changes in fair value based on a 10% or 20% variation in an assumption or parameter
generally cannot be extrapolated because the relationship of the change in the assumption to the
change in fair value may not be linear. Also, the sensitivity analysis does not include the
offsetting benefit of financial instruments that Merrill Lynch utilizes to hedge risks, including
credit, interest rate, and prepayment risk, that are inherent in the retained interests. These
hedging strategies are structured to take into consideration the hypothetical stress scenarios
above such that they would be effective in principally offsetting Merrill Lynchs exposure to loss
in the event these scenarios occur.
The weighted average assumptions and parameters used initially to value retained interests relating
to securitizations that were still held by Merrill Lynch as of December 29, 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
Mortgage |
|
|
Municipal |
|
|
|
|
|
|
Loans |
|
|
Bonds |
|
|
Other |
|
|
Credit losses (rate per annum) |
|
|
1.0 |
% |
|
|
0.0 |
% |
|
|
0.1 |
% |
Weighted average discount rate |
|
|
9.2 |
% |
|
|
4.0 |
% |
|
|
4.6 |
% |
Weighted average life (in years) |
|
|
3.5 |
|
|
|
7.0 |
|
|
|
0.5 |
|
Prepayment speed assumption (CPR) |
|
|
25.7 |
% |
|
|
9.0 |
% |
|
|
7.1 |
% |
|
|
|
|
CPR=Constant Prepayment Rate |
For residential mortgage loan and other securitizations, the investors and the securitization
trust have no recourse to Merrill Lynchs other assets for failure of mortgage holders to pay when
due.
For municipal bond securitization SPEs, in the normal course of dealer market-making activities,
Merrill Lynch acts as liquidity provider. Specifically, the holders of beneficial interests issued
by municipal bond securitization SPEs have the right to tender their interests for purchase by
Merrill Lynch on specified dates at a specified price. Beneficial interests that are tendered are
then sold by Merrill Lynch to investors through a best efforts remarketing where Merrill Lynch is
the remarketing agent. If the beneficial interests are not successfully remarketed, the holders of
beneficial interests are paid from funds drawn under a standby liquidity letter of credit issued by
Merrill Lynch.
In addition to standby letters of credit, in certain municipal bond securitizations, Merrill Lynch
also provides default protection or credit enhancement to investors in securities issued by certain
municipal bond securitization SPEs. Interest and principal payments on beneficial interests issued
by these SPEs are secured by a guarantee issued by Merrill Lynch. In the event that the issuer of
the underlying municipal bond defaults on any payment of principal and/or interest when due, the
payments on the bonds will be made to beneficial interest holders from an irrevocable guarantee by
Merrill Lynch.
81 Merrill Lynch 2006 Annual Report
The maximum payout under these liquidity and default guarantees totaled $38.2 billion and
$29.9 billion at December 29, 2006 and December 30, 2005, respectively. The fair value of the
guarantee approximated $16 million and $14 million at December 29, 2006 and December 30, 2005,
respectively, which is reflected in the Consolidated Balance Sheets. Of these arrangements, $6.9
billion at December 29, 2006 and December 30, 2005 represent agreements where the guarantee is
provided to the SPE by a third-party financial intermediary and Merrill Lynch enters into a
reimbursement agreement with the financial intermediary. In these arrangements, if the financial
intermediary incurs losses, Merrill Lynch has up to one year to fund those losses. Additional
information regarding these commitments is provided in Note 12 to the Consolidated Financial
Statements.
The following table summarizes principal amounts outstanding and delinquencies of securitized
financial assets as of December 29, 2006 and December 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
Mortgage |
|
|
Municipal |
|
|
|
|
(dollars in millions) |
|
Loans |
|
|
Bonds |
|
|
Other |
|
|
December 29, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount Outstanding(1) |
|
$ |
127,482 |
|
|
$ |
18,986 |
|
|
$ |
30,337 |
|
Delinquencies(2) |
|
|
3,493 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount Outstanding(1) |
|
$ |
82,468 |
|
|
$ |
19,745 |
|
|
$ |
10,416 |
|
Delinquencies |
|
|
688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Merrill Lynch may retain an interest in the securitized financial assets. |
(2) |
|
Increase in delinquencies at year-end 2006 compared to year-end 2005 is due to higher defaults
associated with sub-prime lending. |
Net credit losses associated with securitized financial assets for the years ended December
29, 2006 and December 30, 2005 approximated $180 million and $73 million, respectively.
Variable Interest Entities
In January 2003, the FASB issued FIN 46, which provides additional guidance on the
application of Accounting Research Bulletin No. 51, Consolidated Financial Statements, for
enterprises that have interests in entities that meet the definition of a VIE, and on December 24,
2003, the FASB issued FIN 46R. FIN 46R requires that an entity shall consolidate a VIE if that
enterprise has a variable interest that will absorb a majority of the VIEs expected losses,
receive a majority of the VIEs expected residual returns, or both. In April 2006, the FASB issued
a FASB Staff Position FIN 46(R)-6, Determining the Variability to be Considered in Applying FIN 46R
(the FSP). The FSP clarifies that the variability to be included when applying FIN 46R be based
on a by-design approach, and should consider what risks the variable interest entity was designed
to create.
QSPEs are a type of VIE that holds financial instruments and distributes cash flows to investors
based on preset terms. QSPEs are commonly used in mortgage and other securitization transactions.
In accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities, and FIN 46R, Consolidation of Variable Interest Entities, Merrill
Lynch does not consolidate QSPEs. Information regarding QSPEs can be found in the Securitization
section of this Note and the Guarantees section of Note 12 to the Consolidated Financial
Statements.
Merrill Lynch has entered into transactions with a number of VIEs in which it is the primary
beneficiary and therefore must consolidate the VIE; or is a significant variable interest holder in
the VIE. These VIEs are as follows:
|
§ |
|
Merrill Lynch has investments in VIEs that hold loan assets or real estate, and as a result of
these loans and investments, Merrill Lynch may be either the primary beneficiary of and consolidate
the VIE, or may be a significant variable interest holder. These VIEs are primarily designed to
provide on- or off-balance sheet financing to clients and/or to invest in real estate. Assets held
by VIEs where Merrill Lynch has provided financing and is the primary beneficiary are recorded in
other assets and/or loans, notes, and mortgages in the Consolidated Balance Sheets. Assets held by
VIEs where Merrill Lynch has invested in real estate partnerships and is the primary beneficiary
are included in other assets. The beneficial interest holders in these VIEs have no recourse to the
general credit of Merrill Lynch; their investments are paid exclusively from the assets in the VIE.
|
|
|
§ |
|
Merrill Lynch has entered into transactions with VIEs that are used, in part, to provide tax
planning strategies to investors and/or Merrill Lynch through an enhanced yield investment
security. These structures typically provide financing to Merrill Lynch and/or the investor at
enhanced rates. Merrill Lynch may be either the primary beneficiary of and consolidate the VIE, or
may be a significant variable interest holder in the VIE. Where Merrill Lynch is the primary
beneficiary, the assets held by the VIEs are primarily included in either trading or investments. |
|
|
|
|
Merrill Lynch entered into transactions with international financial institutions involving
VIEs that provided to Merrill Lynch $11.75 billion in secured credit facilities and $1 billion of
unsecured financing. These VIEs are also used as part of Merrill Lynchs overall tax-planning
strategies and enable Merrill Lynch to borrow at more favorable rates. Merrill Lynch consolidates
the VIEs as it is deemed to be the primary beneficiary of these VIEs. |
82
§ |
|
Merrill Lynch is the sponsor, guarantor, derivative counterparty, or liquidity and credit
facility provider to certain mutual funds, investment entities, and conduits. Some of these funds
provide a guaranteed return to investors at the maturity of the VIE. This guarantee may include a
guarantee of the return of an initial investment or of the initial investment plus an agreed upon
return depending on the terms of the VIE. Investors in certain of these VIEs have recourse to
Merrill Lynch to the extent that the value of the assets held by the VIEs at maturity is less than
the guaranteed amount. In some instances, Merrill Lynch is the primary beneficiary and must
consolidate the fund. Assets held in these VIEs are primarily classified in trading. In instances
where Merrill Lynch is not the primary beneficiary, the guarantees related to these funds are
further discussed in Note 12 to the Consolidated Financial Statements. |
|
|
|
In addition, Merrill Lynch has established two asset-backed commercial paper conduits
(Conduits) and holds a significant variable interest in the Conduits in the form of 1) liquidity
facilities that protect commercial paper holders against short term changes in the fair value of
the assets held by the Conduits in the event of a disruption in the commercial paper market, and 2)
credit facilities to the Conduits that protect commercial paper investors against credit losses for
up to a certain percentage of the portfolio of assets held by the respective Conduits. The
liquidity and credit facilities are further discussed in Note 12 to the Consolidated Financial
Statements. |
|
§ |
|
Merrill Lynch entered into a transaction with a VIE whereby Merrill Lynch arranged for additional
protection for directors and employees to indemnify them against certain losses they may incur as a
result of claims against them. Merrill Lynch is the primary beneficiary and consolidates the VIE
because its employees benefit from the indemnification arrangement. As of December 29, 2006 and
December 30, 2005 the assets of the VIE totaled approximately $16 million, representing a purchased
credit default agreement, which is recorded in other assets on the Consolidated Balance Sheets. In
the event of a Merrill Lynch insolvency, proceeds of $140 million will be received by the VIE to
fund any claims. Neither Merrill Lynch nor its creditors have any recourse to the assets of the
VIE. |
Other Involvement with VIEs
Merrill Lynch is involved with other VIEs in which it is neither the primary beneficiary or a
significant variable interest holder; rather, its involvement relates to a significant program
sponsored by Merrill Lynch. Significant programs sponsored by Merrill Lynch, which are disclosed in
the table below, include the following:
§ |
|
Merrill Lynch has entered into transactions with VIEs where Merrill Lynch typically purchases
credit protection from the VIE in the form of a derivative in order to synthetically expose
investors to a specific credit risk. These are commonly known as credit-linked note VIEs.
|
|
§ |
|
Merrill Lynch has entered into transactions with VIEs where Merrill Lynch transfers convertible
bonds to the VIE and retains a call option on the underlying bonds. The purpose of these VIEs is to
market convertible bonds to a broad investor base by separating the bonds into callable debt and a
conversion call option. |
The following tables summarize Merrill Lynchs involvement with the VIEs listed above as of
December 29, 2006 and December 30, 2005, respectively. The table below does not include information
on QSPEs or those VIEs where Merrill Lynch is the primary beneficiary, and holds a majority of the
voting interest in the entity. For more information on these entities (e.g. municipal bond
securitizations), see the Securitizations section of this Note and the Guarantees section in Note
12 to the Consolidated Financial Statements.
Where an entity is a significant variable interest holder, FIN 46R requires that entity to disclose
its maximum exposure to loss as a result of its interest in the VIE. It should be noted that this
measure does not reflect Merrill Lynchs estimate of the actual losses that could result from
adverse changes because it does not reflect the economic hedges Merrill Lynch enters into to reduce
its exposure.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Primary |
|
|
Significant Variable |
|
|
Other Involvement |
|
(dollars in millions) |
|
Beneficiary |
|
|
Interest Holder |
|
|
with VIEs |
|
|
|
Total |
|
|
Net |
|
|
Recourse |
|
|
Total |
|
|
|
|
|
|
Total |
|
|
|
|
|
|
Asset |
|
|
Asset |
|
|
to Merrill |
|
|
Asset |
|
|
Maximum |
|
|
Asset |
|
|
Maximum |
|
Description |
|
Size |
(4) |
|
Size |
(5) |
|
Lynch |
(6) |
|
Size |
(4) |
|
Exposure |
|
|
Size |
(4) |
|
Exposure |
|
|
December 29, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan and Real Estate VIEs |
|
$ |
4,265 |
|
|
$ |
3,787 |
|
|
$ |
557 |
|
|
$ |
278 |
|
|
$ |
182 |
|
|
$ |
|
|
|
$ |
|
|
Guaranteed and Other Funds(1) |
|
|
2,476 |
|
|
|
1,913 |
|
|
|
564 |
|
|
|
6,156 |
|
|
|
6,142 |
|
|
|
|
|
|
|
|
|
Credit-Linked Note and Other VIEs(2) |
|
|
518 |
|
|
|
518 |
|
|
|
302 |
|
|
|
|
|
|
|
|
|
|
|
11,069 |
|
|
|
927 |
|
Tax Planning VIEs(3) |
|
|
230 |
|
|
|
225 |
|
|
|
|
|
|
|
483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 30, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan and Real Estate VIEs |
|
$ |
5,144 |
|
|
$ |
5,140 |
|
|
$ |
|
|
|
$ |
116 |
|
|
$ |
63 |
|
|
$ |
|
|
|
$ |
|
|
Guaranteed and Other Funds(1) |
|
|
1,802 |
|
|
|
1,349 |
|
|
|
464 |
|
|
|
2,981 |
|
|
|
2,973 |
|
|
|
|
|
|
|
|
|
Credit-Linked Note and Other VIEs(2) |
|
|
130 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,835 |
|
|
|
780 |
|
Tax Planning VIEs(3) |
|
|
1,972 |
|
|
|
1,972 |
|
|
|
|
|
|
|
5,416 |
|
|
|
2,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The maximum exposure for Guaranteed and Other Funds is the fair value of Merrill Lynchs
investment, derivatives entered into with the VIEs if they are in an asset position and any
recourse beyond the assets of the entity. |
(2) |
|
The maximum exposure for Credit-Linked Note and Other VIEs is the fair value of the derivatives
entered into with the VIEs if they are in an asset position. |
(3) |
|
The maximum exposure for Tax Planning VIEs reflects the fair value of investments in the VIEs
and derivatives entered into with the VIEs, as well as the maximum exposure to loss associated with
indemnifications made by Merrill Lynch to investors in the VIEs. |
(4) |
|
This column reflects the total size of the assets held in the VIE. |
(5) |
|
This column reflects the size of the assets held in the VIE after accounting for intercompany
eliminations and any balance sheet netting of assets and liabilities as permitted by FIN 39. |
(6) |
|
This column reflects the extent, if any, to which investors have recourse to Merrill Lynch
beyond the assets held in the VIE. |
83 Merrill Lynch 2006 Annual Report
NOTE 8 Loans, Notes, and Mortgages and Related Commitments to Extend Credit
Loans, notes, and mortgages and related commitments to extend credit at December 29, 2006 and
December 30, 2005, are presented below. This disclosure includes commitments to extend credit that
will, if drawn upon, result in loans held for investment and loans held for sale.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
|
Commitments(1) |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2006 |
(2)(3) |
|
2005 |
(3) |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgages |
|
$ |
18,346 |
|
|
$ |
18,172 |
|
|
$ |
7,747 |
|
|
$ |
6,376 |
|
Other |
|
|
4,224 |
|
|
|
2,558 |
|
|
|
547 |
|
|
|
75 |
|
Commercial and small- and middle-market business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured |
|
|
43,267 |
|
|
|
36,571 |
|
|
|
46,807 |
|
|
|
34,583 |
|
Unsecured investment grade |
|
|
2,870 |
|
|
|
3,283 |
|
|
|
30,069 |
|
|
|
22,061 |
|
Unsecured non-investment grade |
|
|
1,745 |
|
|
|
869 |
|
|
|
9,015 |
|
|
|
980 |
|
Small- and middle-market business |
|
|
3,055 |
|
|
|
4,994 |
|
|
|
2,185 |
|
|
|
3,062 |
|
|
|
|
|
73,507 |
|
|
|
66,447 |
|
|
|
96,370 |
|
|
|
67,137 |
|
Allowance for loan losses |
|
|
(478 |
) |
|
|
(406 |
) |
|
|
|
|
|
|
|
|
Reserve for lending-related commitments |
|
|
|
|
|
|
|
|
|
|
(381 |
) |
|
|
(281 |
) |
|
Total, net |
|
$ |
73,029 |
|
|
$ |
66,041 |
|
|
$ |
95,989 |
|
|
$ |
66,856 |
|
|
|
|
|
(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 Note 12 to the Consolidated Financial Statements for a maturity profile of these
commitments. |
(3) |
|
In addition to the loan origination commitments included in the table above, at December 29,
2006, Merrill Lynch entered into agreements to purchase $1.2 billion of loans that, upon settlement
of the commitment, will be classified in loans held for investment and loans held for sale. Similar
loan purchase commitments totaled $96 million at December 30, 2005. See Note 12 to the Consolidated
Financial Statements for further information. |
Activity in the allowance for loan losses is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Allowance for loan losses at beginning of year |
|
$ |
406 |
|
|
$ |
283 |
|
|
$ |
318 |
|
Provision for loan losses |
|
|
114 |
|
|
|
200 |
|
|
|
174 |
|
Charge-offs |
|
|
(62 |
) |
|
|
(88 |
) |
|
|
(209 |
) |
Recoveries |
|
|
18 |
|
|
|
12 |
|
|
|
4 |
|
|
Net charge-offs |
|
|
(44 |
) |
|
|
(76 |
) |
|
|
(205 |
) |
Other |
|
|
2 |
|
|
|
(1 |
) |
|
|
(4 |
) |
|
Allowance for loan losses at end of year |
|
$ |
478 |
|
|
$ |
406 |
|
|
$ |
283 |
|
|
Consumer loans, which are substantially secured, consisted of approximately 263,000
individual loans at December 29, 2006, and included residential mortgages, home equity loans, and
other loans to individuals for household, family, or other personal expenditures. Commercial loans,
which consisted of approximately 14,000 separate loans at December 29, 2006, include corporate and
institutional loans, commercial mortgages, asset-based loans, small- and middle-market business
loans, and other loans to businesses. The principal balance of nonaccrual loans was $209 million at
December 29, 2006 and $256 million at December 30, 2005. The investment grade and non-investment
grade categorization is determined using the credit rating agency equivalent of internal credit
ratings. Non-investment grade counterparties are those rated lower than BBB. In some cases, Merrill
Lynch enters into credit default swaps to mitigate credit exposure related to funded and unfunded
commercial loans. The notional value of these swaps totaled $10.3 billion and $7.9 billion at
December 29, 2006 and December 30, 2005, respectively. For information on credit risk management
see Note 6 to the Consolidated Financial Statements.
The above amounts include $18.6 billion and $12.3 billion of loans held for sale at December 29,
2006 and December 30, 2005, respectively. Loans held for sale are loans that management expects to
sell prior to maturity. At December 29, 2006, such loans consisted of $7.4 billion of consumer
loans, primarily automobile loans and residential mortgages, and $11.2 billion of commercial loans,
approximately 38% of which are to investment grade counterparties. At December 30, 2005, such loans
consisted of $3.4 billion of consumer loans, primarily automobile loans and residential mortgages,
and $8.9 billion of commercial loans, approximately 22% of which are to investment grade
counterparties. For information on the accounting policy related to loans, notes and mortgages, see
Note 1 to the Consolidated Financial Statements.
The fair values of loans, notes, and mortgages were approximately $73.0 billion and $66.2 billion
at December 29, 2006 and December 30, 2005, respectively. For commercial loans, fair value is
estimated based on other market prices for similar instruments issued by the borrower or is
estimated using discounted cash flows. Merrill Lynchs estimate of fair value for other loans,
notes, and mortgages is determined based on loan characteristics. For certain homogeneous
categories of loans, including residential mortgages
84
and home equity loans, fair value is estimated using market price quotations or previously
executed transactions for securities backed by similar loans, adjusted for credit risk and other
individual loan characteristics. For Merrill Lynchs variable-rate loan receivables, carrying value
approximates fair value.
Merrill Lynch generally maintains collateral on secured loans in the form of securities, liens on
real estate, perfected security interests in other assets of the borrower, and guarantees. Consumer
loans are typically collateralized by liens on real estate, automobiles, and other property.
Commercial secured loans primarily include asset-based loans secured by financial assets such as
loan receivables and trade receivables where the amount of the loan is based on the level of
available collateral (i.e., the borrowing base) and commercial mortgages secured by real property.
In addition, for secured commercial loans related to the corporate and institutional lending
business, Merrill Lynch typically receives collateral in the form of either a first or second lien
on the assets of the borrower or the stock of a subsidiary, which gives Merrill Lynch a priority
claim in the case of a bankruptcy filing by the borrower. In many cases, where a security interest
in the assets of the borrower is granted, no restrictions are placed on the use of assets by the
borrower and asset levels are not typically subject to periodic review; however, the borrowers are
typically subject to stringent debt covenants. Where the borrower grants a security interest in the
stock of its subsidiary, the subsidiarys ability to issue additional debt is typically restricted.
Merrill Lynch enters into commitments to extend credit, predominantly at variable interest rates,
in connection with corporate finance and loan syndication transactions. Customers may also be
extended loans or lines of credit collateralized by first and second mortgages on real estate,
certain liquid assets of small businesses, or securities. Merrill Lynch considers commitments to be
outstanding as of the date the commitment letter is issued. These commitments usually have a fixed
expiration date and are contingent on certain contractual conditions that may require payment of a
fee by the counterparty. Once commitments are drawn upon, Merrill Lynch may require the
counterparty to post collateral depending on its creditworthiness and general market conditions.
Merrill Lynch originates and purchases portfolios of loans that have certain features that may be
viewed as increasing Merrill Lynchs exposure to nonpayment risk by the borrower. Specifically,
Merrill Lynch originates and purchases commercial and residential loans that:
§ |
|
have negative amortizing features that permit the borrower to draw on unfunded commitments to pay current interest (commercial loans only); |
|
§ |
|
subject the borrower to payment increases over the life of the loan; and |
|
§ |
|
have high LTV ratios. |
Although these features may be considered non-traditional for residential mortgages, interest-only
features and high LTV ratios are considered traditional for commercial loans. Therefore, the table
below includes only those commercial loans with features that permit negative amortization. Merrill
Lynch does not originate or purchase residential loans that have terms that permit negative
amortization features or are option adjustable rate mortgages.
The table below summarizes the level of exposure to each type of loan at December 29, 2006 and December 30, 2005:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Loans with negative amortization features |
|
$ |
1,439 |
|
|
$ |
2,818 |
|
Loans where borrowers may be subject to payment increases |
|
|
11,288 |
|
|
|
12,309 |
|
Loans with high LTV ratios |
|
|
1,657 |
|
|
|
1,407 |
|
Loans with both high LTV ratios and loans where borrowers may be subject to payment increases |
|
|
3,217 |
|
|
|
2,552 |
|
|
The negative amortizing loan products that Merrill Lynch issues include loans where the
small- and middle-market or commercial borrower receives a loan and an unfunded commitment, which
together equal the maximum amount Merrill Lynch is willing to lend. The unfunded commitment is
automatically drawn on in order to meet current interest payments. These loans are often made to
real estate developers where the financed property will not generate current income at the
beginning of the loan term. This balance also includes working capital lines of credit that are
issued to small- and middle-market investors and are secured by the assets of the business.
Loans where borrowers may be subject to payment increases primarily include interest-only loans.
This caption also includes mortgages with low initial rates. These loans are underwritten based on
a variety of factors including, for example, the borrowers credit history, debt to income ratio,
employment, the LTV ratio, and the borrowers disposable income and cash reserves; typically using
a qualifying formula that assesses the borrowers ability to make interest payments at a minimum of
2% above the initial rate. In instances where the borrower is of lower credit standing, the loans
are typically underwritten to have a lower LTV ratio and/or other mitigating factors.
High LTV loans include all mortgage loans where the LTV is greater than 80% and the borrower has
not purchased private mortgage insurance (PMI). High LTV loans also include residential mortgage
products where a mortgage and home equity loan are simultaneously established for the same
property. The maximum original LTV ratio for the mortgage portfolio with no PMI or other security
is 95%. In addition, the Mortgage 100SM product is included in this category. The
Mortgage 100SM product permits high credit quality borrowers to
85 Merrill Lynch 2006 Annual Report
pledge their securities portfolio in lieu of a traditional down payment. The securities
portfolio is subject to daily monitoring, and additional collateral is required if the value of the
pledged securities declines below certain levels.
The contractual amounts of these commitments represent the amounts at risk should the contract be
fully drawn upon, the client defaults, and the value of the existing collateral becomes worthless.
The total amount of outstanding commitments may not represent future cash requirements, as
commitments may expire without being drawn upon. For a maturity profile of these and other
commitments see Note 12 to the Consolidated Financial Statements.
NOTE 9 Borrowings
ML & Co. is the primary issuer of all debt instruments. For local tax or regulatory reasons,
debt is also issued by certain subsidiaries.
Total borrowings at December 29, 2006 and December 30, 2005, which is comprised of short-term
borrowings, long-term borrowings and junior subordinated notes (related to trust preferred
securities), consisted of the following:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Senior debt issued by ML & Co. |
|
$ |
115,474 |
|
|
$ |
94,836 |
|
Senior debt issued by subsidiaries guaranteed by ML & Co. |
|
|
26,664 |
|
|
|
13,006 |
|
Subordinated debt issued by ML & Co. |
|
|
6,429 |
|
|
|
|
|
Structured notes issued by ML & Co. |
|
|
25,466 |
|
|
|
16,697 |
|
Structured notes issued by subsidiaries guaranteed by ML & Co. |
|
|
8,349 |
|
|
|
2,730 |
|
Junior subordinated notes (related to trust preferred securities) |
|
|
3,813 |
|
|
|
3,092 |
|
Other subsidiary financing not guaranteed by ML & Co. |
|
|
4,316 |
|
|
|
3,776 |
|
Other subsidiary financing non-recourse |
|
|
12,812 |
|
|
|
10,351 |
|
|
Total |
|
$ |
203,323 |
|
|
$ |
144,488 |
|
|
Borrowing activities may create exposure to market risk, most notably interest rate, equity,
commodity and currency risk. Refer to Note 1 to the Consolidated Financial Statements, Derivatives
section, for additional information on the use of derivatives to hedge these risks and the
accounting for derivatives embedded in these instruments. Other subsidiary financing
non-recourse is primarily attributable to consolidated entities that are VIEs. Additional
information regarding VIEs is provided in Note 7 to the Consolidated Financial Statements.
Borrowings at December 29, 2006 and December 30, 2005, are presented below:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Short-term borrowings |
|
|
|
|
|
|
|
|
Commercial paper |
|
$ |
6,357 |
|
|
$ |
3,420 |
|
Secured short-term borrowings |
|
|
9,800 |
|
|
|
5,085 |
|
Other unsecured short-term borrowings |
|
|
1,953 |
|
|
|
482 |
|
|
Total |
|
$ |
18,110 |
|
|
$ |
8,987 |
|
|
Long-term borrowings(1) |
|
|
|
|
|
|
|
|
Fixed-rate obligations(2)(4) |
|
$ |
58,366 |
|
|
$ |
51,012 |
|
Variable-rate obligations(3)(4) |
|
|
120,794 |
|
|
|
79,071 |
|
Zero-coupon contingent convertible debt (LYONs®) |
|
|
2,240 |
|
|
|
2,326 |
|
|
Total |
|
$ |
181,400 |
|
|
$ |
132,409 |
|
|
|
|
|
(1) |
|
Excludes junior subordinated notes (related to trust preferred securities). |
(2) |
|
Fixed-rate obligations are generally swapped to floating rates. |
(3) |
|
Variable interest rates are generally based on rates such as LIBOR, the U.S. Treasury Bill Rate, or the Federal Funds Rate. |
(4) |
|
Included are various equity-linked or other indexed instruments. |
At December 29, 2006, long-term borrowings, including adjustments related to fair value
hedges and various equity-linked or other indexed instruments, mature as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
|
|
|
|
|
|
|
2007 |
|
$ |
38,180 |
|
|
|
21 |
% |
2008 |
|
|
33,654 |
|
|
|
19 |
|
2009 |
|
|
27,555 |
|
|
|
15 |
|
2010 |
|
|
18,521 |
|
|
|
10 |
|
2011 |
|
|
20,135 |
|
|
|
11 |
|
2012 and thereafter |
|
|
43,355 |
|
|
|
24 |
|
|
Total |
|
$ |
181,400 |
|
|
|
100 |
% |
|
Certain long-term borrowing agreements contain provisions whereby the borrowings are
redeemable at the option of the holder at specified dates prior to maturity. These borrowings are
reflected in the above table as maturing at their put dates, rather than their contractual
maturities. Management believes, however, that a portion of such borrowings will remain outstanding
beyond their earliest redemption date.
86
A limited number of notes whose coupon or repayment terms are linked to the performance of
debt and equity securities, indices, currencies, or commodities, may be accelerated based on the
value of a referenced index or security, in which case Merrill Lynch may be required to immediately
settle the obligation for cash or other securities. Refer to Note 1 to the Consolidated Financial
Statements (Embedded Derivatives) for further information.
Except for the $2.2 billion of aggregate principal amount of floating rate zero-coupon contingently
convertible LYONs® (LYONs®) that were outstanding at December 29, 2006,
senior and subordinated debt obligations issued by ML & Co. and senior debt issued by subsidiaries
and guaranteed by ML & Co. do not contain provisions that could, upon an adverse change in ML &
Co.s credit rating, financial ratios, earnings, cash flows, or stock price, trigger a requirement
for an early payment, additional collateral support, changes in terms, acceleration of maturity, or
the creation of an additional financial obligation.
The fair values of long-term borrowings and related hedges approximated the carrying amounts at year-end 2006 and 2005.
The effective weighted-average interest rates for borrowings, at December 29, 2006 and December 30, 2005 were:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
Short-term borrowings |
|
|
5.15 |
% |
|
|
3.46 |
% |
Long-term borrowings, contractual rate |
|
|
4.23 |
|
|
|
3.70 |
|
Junior subordinated notes (related to trust preferred securities) |
|
|
7.03 |
|
|
|
7.31 |
|
|
Long-Term Borrowings
Floating Rate LYONs®
At December 29, 2006, $2.2 billion of LYONs® were outstanding. The
LYONs® are unsecured and unsubordinated indebtedness of Merrill Lynch and mature in
2032.
At maturity, holders of the LYONs® will receive the original principal amount of $1,000
increased daily by a rate that resets on a quarterly basis. Upon conversion, holders of the
LYONs® will receive the value of 13.8679 shares of Merrill Lynch common stock based
on the conditions described below. This value will be paid in cash in an amount equal to the
contingent principal amount of the LYONs® on the conversion date and the remainder, at
Merrill Lynchs election, will be paid in cash, common stock or a combination thereof.
In addition, under the terms of the LYONs®:
§ |
|
Merrill Lynch may redeem the LYONs® at any time on or after March 13, 2008. |
|
§ |
|
Investors may require Merrill Lynch to repurchase the LYONs® in March 2007, 2008, 2012, 2017, 2022 and 2027. Repurchases may be settled
only in cash. |
|
§ |
|
Until March 2008, the conversion rate on the LYONS® will be adjusted upon the issuance
of a quarterly cash dividend to holders of Merrill Lynch common stock to the extent that such
dividend exceeds $0.16 per share. In 2006, Merrill Lynchs common stock dividend exceeded $0.16 per
share and, as a result, Merrill Lynch expects the conversion ratio to adjust during the first
quarter of 2007 for those
LYONs® that remain outstanding as of March 2007. In addition,
the conversion rate on the
LYONs® will be adjusted for any other cash dividends or
distributions to all holders of Merrill Lynch common stock until March 2008. After March 2008, cash
dividends and distributions will cause the conversion ratio to be adjusted only to the extent such
dividends are extraordinary.
|
|
§ |
|
The conversion rate on the
LYONs® will also adjust upon: (1) dividends or
distributions payable in Merrill Lynch common stock, (2) subdivisions, combinations or certain
reclassifications of Merrill Lynch common stock, (3) distributions to all holders of Merrill Lynch
common stock of certain rights to purchase the stock at less than the sale price of Merrill Lynch
common stock at that time, and (4) distributions of Merrill Lynch assets or debt securities to
holders of Merrill Lynch common stock (including certain cash dividends and distributions as
described above). |
The LYONs® may be converted based on any of the following conditions:
§ |
|
If the closing price of Merrill Lynch common stock for at least 20 of the last 30 consecutive
trading days ending on the last day of the calendar quarter is more than the conversion trigger
price. The conversion trigger price for the
LYONs® at December 29, 2006 was $90.44. That
is, on and after January 1, 2007, a holder could have converted
LYONs® into the value of
13.8679 shares of Merrill Lynch common stock if the Merrill Lynch stock price had been greater than
$90.44 for at least 20 of the last 30 consecutive trading days ending December 29, 2006.
|
|
§ |
|
During any period in which
the credit rating of the LYONs® is Baa1 or lower by Moodys
Investor Services, Inc., BBB+ or lower by Standard & Poors Credit Market Services, or BBB+ or
lower by Fitch, Inc.; |
|
§ |
|
If the LYONs® are called for redemption; |
|
§ |
|
If Merrill Lynch is party to a consolidation, merger or binding share exchange; or |
§ |
|
If Merrill Lynch makes a distribution that has a per share value equal to more than 15% of
the sale price of its shares on the day preceding the declaration date for such distribution. |
87 Merrill Lynch 2006 Annual Report
Junior Subordinated Notes (related to trust preferred securities)
As of December 29, 2006, Merrill Lynch has created five trusts that have issued preferred
securities to the public (trust preferred securities). Merrill Lynch Preferred Capital Trust II,
III, IV and V used the issuance proceeds to purchase Partnership Preferred Securities, representing
limited partnership interests. Using the purchase proceeds, the limited partnerships extended
junior subordinated loans to ML & Co. and one or more subsidiaries of ML & Co. Merrill Lynch
Capital Trust I directly invested in junior subordinated notes issued by ML & Co.
ML & Co. has guaranteed, on a junior subordinated basis, the payment in full of all distributions
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.
On December 14, 2006 Merrill Lynch Capital Trust I issued $1,050 million of 6.45% trust preferred
securities.
On December 29, 2006 Merrill Lynch Preferred Capital Trust I redeemed all of the outstanding $275
million of 7.75% trust preferred securities.
The following table summarizes Merrill Lynchs trust preferred securities as of December 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
Original |
|
|
|
|
|
|
|
of Trust |
|
|
Principal |
|
|
Annual |
|
|
|
|
|
|
Early |
|
(dollars in millions) |
|
Issue |
|
Preferred |
|
|
Amount |
|
|
Distribution |
|
|
Stated |
|
|
Redemption |
|
Trust |
|
Date |
|
Securities |
|
|
of Notes |
|
|
Rate |
|
|
Maturity |
|
|
Date |
|
|
ML Preferred Capital Trust II |
|
Feb-1997 |
|
|
300 |
|
|
|
360 |
|
|
|
8.00 |
% |
|
Perpetual |
|
|
Mar-2007 |
ML Preferred Capital Trust III |
|
Jan-1998 |
|
|
750 |
|
|
|
901 |
|
|
|
7.00 |
% |
|
Perpetual |
|
|
Mar-2008 |
ML Preferred Capital Trust IV |
|
Jun-1998 |
|
|
400 |
|
|
|
480 |
|
|
|
7.12 |
% |
|
Perpetual |
|
|
Jun-2008 |
ML Preferred Capital Trust V |
|
Nov-1998 |
|
|
850 |
|
|
|
1,021 |
|
|
|
7.28 |
% |
|
Perpetual |
|
|
Sep-2008 |
ML Capital Trust I |
|
Dec-2006 |
|
|
1,050 |
|
|
|
1,051 |
|
|
|
6.45 |
% |
|
Dec-2066 |
(1) |
|
Dec-2011 |
|
Total |
|
|
|
|
|
|
3,350 |
(2) |
|
|
3,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Merrill Lynch has the option to extend the maturity of the junior subordinated note until
December 2086. |
(2) |
|
Includes related investments of $27 million, which are deducted for equity capital purposes. |
Borrowing Facilities
Merrill Lynch maintains credit facilities that are available to cover immediate funding
needs. Merrill Lynch maintains a committed, multi-currency, unsecured bank credit facility that
totaled $4.5 billion and $4.0 billion at December 29, 2006 and December 30, 2005, respectively.
This 364-day facility permits borrowings by ML & Co. and select subsidiaries and expires in June
2007. The facility includes a one-year term-out feature that allows ML & Co., at its option, to
extend borrowings under the facility for an additional year beyond the expiration date in June
2007. At December 29, 2006 and December 30, 2005, there were no borrowings outstanding under this
credit facility, although Merrill Lynch borrows regularly from this facility.
Merrill Lynch also maintains two committed, secured credit facilities which totaled $7.5 billion at
December 29, 2006 and $5.5 billion at December 30, 2005. One of these facilities is multi-currency
and includes a tranche of $1.2 billion that is available on an unsecured basis, at Merrill Lynchs
option. The facilities expire in May 2007 and December 2007. Both facilities include a one-year
term-out option that allows ML & Co. to extend borrowings under the facilities for an additional
year beyond their respective expiration dates. The secured facilities permit borrowings by ML & Co.
and select subsidiaries, secured by a broad range of collateral. At December 29, 2006 and December
30, 2005, there were no borrowings outstanding under either facility.
In addition, Merrill Lynch maintains committed, secured credit facilities with two financial
institutions that totaled $11.75 billion at December 29, 2006 and $6.25 billion at December 30,
2005. The secured facilities may be collateralized by government obligations eligible for pledging.
The facilities expire at various dates through 2014, but may be terminated earlier with at least a
nine month notice by either party. At December 29, 2006 and December 30, 2005, there were no
borrowings outstanding under these facilities.
Other
Merrill Lynch also obtains standby letters of credit from issuing banks to satisfy various
counterparty collateral requirements, in lieu of depositing cash or securities collateral. Such
standby letters of credit aggregated $2.5 billion and $1.1 billion at December 29, 2006 and
December 30, 2005, respectively.
88
NOTE 10 Deposits
Deposits at December 29, 2006 and December 30, 2005, are presented below:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
U.S. |
|
|
|
|
|
|
|
|
Savings Deposits |
|
$ |
58,972 |
|
|
$ |
60,256 |
|
Time Deposits |
|
|
3,322 |
|
|
|
1,528 |
|
|
Total U.S. Deposits |
|
|
62,294 |
|
|
|
61,784 |
|
|
Non-U.S. |
|
|
|
|
|
|
|
|
Non-interest bearing |
|
|
688 |
|
|
|
670 |
|
Interest bearing |
|
|
21,142 |
|
|
|
17,562 |
|
|
Total Non-U.S. Deposits |
|
|
21,830 |
|
|
|
18,232 |
|
|
Total Deposits |
|
$ |
84,124 |
|
|
$ |
80,016 |
|
|
The effective weighted-average interest rates for deposits, which include the impact of
hedges, at December 29, 2006 and December 30, 2005, were 3.5% and 2.4%, respectively. The fair
values of deposits approximated carrying values at December 29, 2006 and December 30, 2005.
NOTE 11 Stockholders Equity and Earnings Per Share
Preferred Equity
ML & Co. is authorized to issue 25,000,000 shares of undesignated preferred stock, $1.00 par
value per share. All shares of currently outstanding preferred stock constitute one and the same
class and have equal rank and priority over common stockholders as to dividends and in the event of
liquidation. All shares are perpetual, non-cumulative and dividends are payable quarterly when, and
if, declared by the Board of Directors. Each share of preferred stock has a liquidation preference
of $30,000, is represented by 1,200 depositary shares and is redeemable at Merrill Lynchs option
at a redemption price equal to $30,000 plus declared and unpaid dividends, without accumulation of
any undeclared dividends.
On February 28, 2006, Merrill Lynch issued an additional $360 million face value of Perpetual
Floating Rate Non-Cumulative Preferred Stock, Series 4 on the same terms as the initial issuance on
November 17, 2005.
The following table summarizes our preferred stock issued at December 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
|
|
Initial |
|
Total |
|
|
Liquidation |
|
|
|
|
|
|
|
|
|
|
|
|
Issue |
|
Shares |
|
|
Preference Amount |
|
|
|
|
|
|
Optional Early |
Series |
|
Description |
|
Date |
|
Issued |
|
|
(dollars in millions) |
|
|
Dividend |
|
|
Redemption Date |
|
1 |
|
Perpetual Floating Rate Non-Cumulative |
|
Nov-2004 |
|
|
21,000 |
|
|
|
$ 630 |
|
|
3-mo LIBOR + 75bps |
(3) |
|
Nov-2009 |
2 |
|
Perpetual Floating Rate Non-Cumulative |
|
Mar-2005 |
|
|
37,000 |
|
|
|
1,110 |
|
|
3-mo LIBOR + 65bps |
(3) |
|
Nov-2009 |
3 |
|
Perpetual 6.375% Non-Cumulative |
|
Nov-2005 |
|
|
27,000 |
|
|
|
810 |
|
|
|
6.375% |
|
|
Nov-2010 |
4 |
|
Perpetual Floating Rate Non-Cumulative |
|
Nov-2005 |
|
|
20,000 |
|
|
|
600 |
(1) |
|
3-mo LIBOR + 75bps |
(4) |
|
Nov-2010 |
|
Total |
|
|
|
|
|
|
|
|
105,000 |
|
|
|
$3,150 |
(2) |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents issuances of $240 million in November 2005 and $360 million in February 2006. |
(2) |
|
Preferred stockholders equity reported on the Consolidated Balance Sheets is reduced by
preferred shares held in inventory as a result of market making activities and other adjustments. |
(3) |
|
Subject to 3.00% minimum rate per annum. |
(4) |
|
Subject to 4.00% minimum rate per annum. |
Common Stock
On January 17, 2007, the Board of Directors declared a 40% increase in the regular quarterly
dividend to 35 cents per common share, from 25 cents per common share. Dividends paid on common
stock were $1.00 per share in 2006, $0.76 per share in 2005 and $0.64 per share in 2004.
In 2005 and 2006, the Board of Directors authorized three share repurchase programs to provide
greater flexibility to return capital to shareholders. For the year ended December 30, 2005,
Merrill Lynch repurchased a total of 63.1 million shares of common stock at a cost of $3.7 billion.
For the year ended December 29, 2006, Merrill Lynch repurchased a total of 116.6 million common
shares at a cost of $9.1 billion.
At December 29, 2006, Merrill Lynch had $3.2 billion of authorized repurchase capacity remaining
from the $5 billion repurchase program authorized in October 2006. At December 29, 2006, Merrill
Lynch had completed all other previously authorized share repurchase programs.
89 Merrill Lynch 2006 Annual Report
Shares Exchangeable into Common Stock
In 1998, Merrill Lynch & Co., Canada Ltd. issued 9,662,448 Exchangeable Shares in connection
with Merrill Lynchs merger with Midland Walwyn Inc. Holders of Exchangeable Shares have dividend,
voting, and other rights equivalent to those of ML & Co. common stockholders. Exchangeable Shares
may be exchanged at any time, at the option of the holder, on a one-for-one basis for ML & Co.
common stock. Merrill Lynch may redeem all outstanding Exchangeable Shares for ML & Co. common
stock after January 31, 2011, or earlier under certain circumstances. As of December 29, 2006 there
were 2,659,926 Exchangeable Shares outstanding.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss represents cumulative gains and losses on items that are
not reflected in earnings. The balances at December 29, 2006 and December 30, 2005 are as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
Unrealized (losses), net of gains |
|
$ |
(1,354 |
) |
|
$ |
(988 |
) |
Income taxes |
|
|
924 |
|
|
|
481 |
|
|
Total |
|
|
(430 |
) |
|
|
(507 |
) |
|
Unrealized gains (losses) on investment securities available-for-sale |
|
|
|
|
|
|
|
|
Unrealized (losses), net of gains |
|
|
(299 |
) |
|
|
(284 |
) |
Adjustments for: |
|
|
|
|
|
|
|
|
Policyholder liabilities |
|
|
(4 |
) |
|
|
(5 |
) |
Income taxes |
|
|
111 |
|
|
|
108 |
|
|
Total |
|
|
(192 |
) |
|
|
(181 |
) |
|
Deferred gains (losses) on cash flow hedges |
|
|
|
|
|
|
|
|
Deferred gains (losses) |
|
|
4 |
|
|
|
(3 |
) |
Income taxes |
|
|
(2 |
) |
|
|
|
|
|
Total |
|
|
2 |
|
|
|
(3 |
) |
|
Defined benefit pension and postretirement plans |
|
|
|
|
|
|
|
|
Minimum pension liability |
|
|
(334 |
) |
|
|
(224 |
) |
Adjustment to initially apply SFAS 158 |
|
|
129 |
|
|
|
|
|
Income taxes |
|
|
41 |
|
|
|
71 |
|
|
Total |
|
|
(164 |
) |
|
|
(153 |
) |
|
Total accumulated other comprehensive loss |
|
$ |
(784 |
) |
|
$ |
(844 |
) |
|
Stockholder Rights Plan
In 1997, the Board of Directors approved and adopted the amended and restated Stockholder
Rights Plan. The amended and restated Stockholder Rights Plan provides for the distribution of
preferred purchase rights (Rights) to common stockholders. The Rights separate from the common
stock 10 days following the earlier of: (a) an announcement of an acquisition by a person or group
(acquiring party) of 15% or more of the outstanding common shares of ML & Co., or (b) the
commencement of a tender or exchange offer for 15% or more of the common shares outstanding. One
Right is attached to each outstanding share of common stock and will attach to all subsequently
issued shares. Each Right entitles the holder to purchase 1/100 of a share (a Unit) of Series A
Junior Preferred Stock, par value $1.00 per share, at an exercise price of $300 per Unit at any
time after the distribution of the Rights. The Units are nonredeemable and have voting privileges
and certain preferential dividend rights. The exercise price and the number of Units issuable are
subject to adjustment to prevent dilution.
If, after the Rights have been distributed, either the acquiring party holds 15% or more of ML &
Co.s outstanding shares or ML & Co. is a party to a business combination or other specifically
defined transaction, each Right (other than those held by the acquiring party) will entitle the
holder to receive, upon exercise, a Unit of preferred stock or shares of common stock of the
surviving company with a value equal to two times the exercise price of the Right. The Rights
expire in 2007, and are redeemable at the option of a majority of the directors of ML & Co. at $.01
per Right at any time until the 10th day following an announcement of the acquisition of 15% or
more of ML & Co.s common stock.
90
Earnings Per Share
Basic EPS is calculated by dividing earnings available to common stockholders by the
weighted-average number of common shares outstanding. Diluted EPS is similar to basic EPS, but
adjusts for the effect of the potential issuance of common shares. The following table presents the
computations of basic and diluted EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions, except per share amounts) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Net earnings from continuing operations |
|
$ |
7,393 |
|
|
$ |
5,013 |
|
|
$ |
4,369 |
|
Net earnings from discontinued operations |
|
|
106 |
|
|
|
103 |
|
|
|
67 |
|
Preferred stock dividends |
|
|
(188 |
) |
|
|
(70 |
) |
|
|
(41 |
) |
|
Net earnings applicable to common shareholders for basic EPS |
|
$ |
7,311 |
|
|
$ |
5,046 |
|
|
$ |
4,395 |
|
Interest expense on LYONs®(1) |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
Net earnings applicable to common shareholders for diluted EPS |
|
$ |
7,312 |
|
|
$ |
5,048 |
|
|
$ |
4,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(shares in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average basic shares outstanding(2) |
|
|
868,095 |
|
|
|
890,744 |
|
|
|
912,935 |
|
|
Effect of dilutive instruments |
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock options(3) |
|
|
42,802 |
|
|
|
42,117 |
|
|
|
42,178 |
|
FACAAP shares(3) |
|
|
21,724 |
|
|
|
22,140 |
|
|
|
23,591 |
|
Restricted shares and units(3) |
|
|
28,496 |
|
|
|
20,608 |
|
|
|
21,917 |
|
LYONs®(1) |
|
|
1,835 |
|
|
|
2,120 |
|
|
|
3,158 |
|
ESPP shares(3) |
|
|
10 |
|
|
|
7 |
|
|
|
|
|
|
Dilutive potential common shares |
|
|
94,867 |
|
|
|
86,992 |
|
|
|
90,844 |
|
|
Diluted shares(4) |
|
|
962,962 |
|
|
|
977,736 |
|
|
|
1,003,779 |
|
|
Basic EPS from continuing operations |
|
$ |
8.30 |
|
|
$ |
5.55 |
|
|
$ |
4.74 |
|
Basic EPS from discontinued operations |
|
|
0.12 |
|
|
|
0.11 |
|
|
|
0.07 |
|
|
Basic EPS |
|
$ |
8.42 |
|
|
$ |
5.66 |
|
|
$ |
4.81 |
|
|
Diluted EPS from continuing operations |
|
$ |
7.48 |
|
|
$ |
5.06 |
|
|
$ |
4.31 |
|
Diluted EPS from discontinued operations |
|
|
0.11 |
|
|
|
0.10 |
|
|
|
0.07 |
|
|
Diluted EPS |
|
$ |
7.59 |
|
|
$ |
5.16 |
|
|
$ |
4.38 |
|
|
|
|
|
(1) |
|
See Note 9 to the Consolidated Financial Statements for further information on
LYONs®. |
(2) |
|
Includes shares exchangeable into common stock. |
(3) |
|
See Note 14 to the Consolidated Financial Statements for a description of these instruments and
issuances subsequent to December 29, 2006. |
(4) |
|
At year-end 2006, 2005, and 2004, there were 25,119, 40,889 and 52,875 instruments,
respectively, that were considered antidilutive and thus were not included in the above
calculations. |
NOTE 12 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 SFAS No. 5, 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.
Specific Litigation
IPO Allocation Litigation
In re Initial Public Offering Antitrust Litigation: Merrill Lynch is named as one of ten
defendants in this consolidated class action filed in the United States District Court for the
Southern District of New York. The complaint alleges that the defendants and unnamed
co-conspirators violated antitrust laws by conspiring to require from customers consideration in
addition to the underwriters discount for allocation of shares of initial public offerings of
certain technology companies...and to inflate the aftermarket prices for such securities. On
November 3, 2003, the district court granted the defendants motions to dismiss the complaint on
the ground that the conduct was immune from the antitrust laws.
91 Merrill Lynch 2006 Annual Report
On September 28, 2005, the Second Circuit reversed the district courts decision dismissing
the case. In December 2006, the United States Supreme Court granted the defendants petition for
certiorari seeking review of the Second Circuits decision. A decision by the Supreme Court is
expected by the end of June 2007.
In re Initial Public Offering Securities Litigation: Merrill Lynch has been named as one of the
defendants in approximately 110 securities class action complaints alleging that dozens of
underwriter defendants, including Merrill Lynch, artificially inflated and maintained the stock
prices of the relevant securities by creating an artificially high aftermarket demand for shares.
On October 13, 2004, the district court, having previously denied defendants motions to dismiss,
issued an order allowing certain of these cases to proceed against the underwriter defendants as
class actions. On December 5, 2006, the Second Circuit Court of Appeals reversed this order,
holding that the district court erred in certifying these cases as class actions. Plaintiffs are
seeking rehearing by the Second Circuit.
Enron Litigation
Newby v. Enron Corp. et al.: On April 8, 2002, Merrill Lynch was added as a defendant in a
consolidated class action filed in the United States District Court for the Southern District of
Texas against 69 defendants purportedly on behalf of the purchasers of Enrons publicly traded
equity and debt securities during the period October 19, 1998 through November 27, 2001. The
complaint alleges, among other things, that Merrill Lynch engaged in improper transactions in the
fourth quarter of 1999 that helped Enron misrepresent its earnings and revenues in the fourth
quarter of 1999. The complaint also alleges that Merrill Lynch violated the securities laws in
connection with its role as placement agent for and limited partner in an Enron-controlled
partnership called LJM2. Plaintiff has argued that certain defendants, including Merrill Lynch, can
potentially be liable for all of the losses caused by the alleged misconduct involving Enron,
regardless of whether they knew of or participated in that conduct. The district court has denied
Merrill Lynchs motions to dismiss, and has certified a class action by Enron shareholders and
bondholders against Merrill Lynch and other defendants. On February 5, 2007, the United States
Court of Appeals for the Fifth Circuit heard oral argument on Merrill Lynchs appeal of the
district courts decision to certify a class action. In that appeal, Merrill Lynch argued that the
district court had erred by 1) treating Merrill Lynch as a potential primary violator rather than
an aider and abettor, which has no liability under the federal securities laws; 2) holding that
plaintiffs could have relied on Merrill Lynchs conduct even though Merrill Lynch believes there
has been no showing that such conduct inflated the price of Enron securities, and 3) holding that
investment banks, including Merrill Lynch, could be liable for the losses caused by conduct in
which they did not participate. Absent relief by the Fifth Circuit, the trial of the case is scheduled to begin on April 16, 2007.
Commitments
At December 29, 2006, Merrill Lynch commitments had the following expirations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment Expiration |
|
(dollars in millions) |
|
Total |
|
|
Less than 1 year |
|
|
1-3 years |
|
|
3+-5 years |
|
|
Over 5 years |
|
|
Commitments to extend credit(1) |
|
$ |
96,370 |
|
|
$ |
52,728 |
|
|
$ |
11,561 |
|
|
$ |
22,580 |
|
|
$ |
9,501 |
|
Purchasing and other commitments |
|
|
14,439 |
|
|
|
10,597 |
|
|
|
1,224 |
|
|
|
566 |
|
|
|
2,052 |
|
Commitments to enter into resale agreements |
|
|
10,304 |
|
|
|
10,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
3,275 |
|
|
|
567 |
|
|
|
1,067 |
|
|
|
850 |
|
|
|
791 |
|
|
Total |
|
$ |
124,388 |
|
|
$ |
74,196 |
|
|
$ |
13,852 |
|
|
$ |
23,996 |
|
|
$ |
12,344 |
|
|
|
|
|
(1) |
|
See Note 8 to the Consolidated Financial Statements for additional details. |
Lending Commitments
Merrill Lynch primarily enters into commitments to extend credit, predominantly at variable
interest rates, in connection with corporate finance, corporate and institutional transactions and
asset-based lending transactions. Clients may also be extended loans or lines of credit
collateralized by first and second mortgages on real estate, certain liquid assets of small
businesses, or securities. These commitments usually have a fixed expiration date and are
contingent on certain contractual conditions that may require payment of a fee by the counterparty.
Once commitments are drawn upon, Merrill Lynch may require the counterparty to post collateral
depending upon creditworthiness and general market conditions. See Note 8 to the Consolidated
Financial Statements for additional information.
The contractual amounts of these commitments represent the amounts at risk should the contract be
fully drawn upon, the client defaults, and the value of the existing collateral becomes worthless.
The total amount of outstanding commitments may not represent future cash requirements, as
commitments may expire without being drawn upon.
92
Purchasing and Other Commitments
In the normal course of business, Merrill Lynch enters into commitments for underwriting
transactions. Settlement of these transactions as of December 29, 2006 would not have a material
effect on the consolidated financial condition of Merrill Lynch.
In connection with trading activities, Merrill Lynch enters into commitments to enter into resale
agreements.
In the normal course of business, Merrill Lynch enters into institutional and margin-lending
transactions, some of which are on a committed basis, but most of which are not. Margin lending on
a committed basis only includes amounts where Merrill Lynch has a binding commitment. These binding
margin lending commitments totaled $782 million at December 29, 2006 and $381 million at December
30, 2005.
Merrill Lynch had commitments to purchase partnership interests, primarily related to private
equity and principal investing activities, of $928 million and $734 million at December 29, 2006
and December 30, 2005, respectively. Merrill Lynch has also entered into agreements with providers
of market data, communications, systems consulting, and other office-related services. At December
29, 2006 and December 30, 2005, minimum fee commitments over the remaining life of these agreements
aggregated $357 million and $517 million, respectively. Merrill Lynch entered into commitments to
purchase loans of $10.3 billion (which upon settlement of the commitment will primarily be included
in trading assets) at December 29, 2006. Such commitments totaled $3.3 billion at December 30,
2005. Other purchasing commitments amounted to $2.1 billion and $856 million at December 29, 2006
and December 30, 2005, respectively. Included in other purchasing commitments at December 29, 2006
was $1.3 billion related to the acquisition of First Franklin during the first quarter of 2007. See
Note 17 to the Consolidated Financial Statements for further information.
Leases
Merrill Lynch has entered into various noncancellable long-term lease agreements for premises
that expire through 2024. Merrill Lynch has also entered into various noncancellable lease
agreements, which are primarily commitments of less than one year under equipment leases.
Merrill Lynch leases its Hopewell, New Jersey campus and an aircraft from a limited partnership.
The leases with the limited partnership are accounted for as operating leases and mature in 2009.
Each lease has a renewal term to 2014. In addition, Merrill Lynch has entered into guarantees with
the limited partnership, whereby if Merrill Lynch does not renew the lease or purchase the assets
under its lease at the end of either the initial or the renewal lease term, the underlying assets
will be sold to a third party, and Merrill Lynch has guaranteed that the proceeds of such sale will
amount to at least 84% of the acquisition cost of the assets. The maximum exposure to Merrill Lynch
as a result of this residual value guarantee is approximately $322 million as of December 29, 2006
and December 30, 2005. As of December 29, 2006 and December 30, 2005, the carrying value of the
liability on the Consolidated Balance Sheets is $17 million and $20 million, respectively. Merrill
Lynchs residual value guarantee does not comprise more than half of the limited partnerships
assets.
At December 29, 2006, future noncancellable minimum rental commitments under leases with remaining
terms exceeding one year, including lease payments to the limited partnerships discussed above are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
WFC |
(1) |
|
Other |
|
|
Total |
|
|
2007 |
|
$ |
179 |
|
|
$ |
388 |
|
|
$ |
567 |
|
2008 |
|
|
180 |
|
|
|
376 |
|
|
|
556 |
|
2009 |
|
|
180 |
|
|
|
331 |
|
|
|
511 |
|
2010 |
|
|
180 |
|
|
|
278 |
|
|
|
458 |
|
2011 |
|
|
180 |
|
|
|
212 |
|
|
|
392 |
|
2012 and thereafter |
|
|
314 |
|
|
|
477 |
|
|
|
791 |
|
|
Total |
|
$ |
1,213 |
|
|
$ |
2,062 |
|
|
$ |
3,275 |
|
|
|
|
|
(1) |
|
World Financial Center Headquarters. |
The minimum rental commitments shown above have not been reduced by $791 million of minimum
sublease rentals to be received in the future under noncancellable subleases. The amounts in the
above table do not include amounts related to lease renewal or purchase options or escalation
clauses providing for increased rental payments based upon maintenance, utility, and tax increases.
Net rent expense for each of the last three years is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Rent expense |
|
$ |
651 |
|
|
$ |
615 |
|
|
$ |
582 |
|
Sublease revenue |
|
|
(154 |
) |
|
|
(140 |
) |
|
|
(137 |
) |
|
Net rent expense |
|
$ |
497 |
|
|
$ |
475 |
|
|
$ |
445 |
|
|
93 Merrill Lynch 2006 Annual Report
Guarantees
Merrill Lynch issues various guarantees to counterparties in connection with certain leasing,
securitization and other transactions. In addition, Merrill Lynch enters into certain derivative
contracts that meet the accounting definition of a guarantee under Guarantors Accounting and
Disclosure Requirements for Guarantees, Including Indebtedness of Others (FIN 45). FIN 45 defines
guarantees to include derivative contracts that contingently require a guarantor to make payment to
a guaranteed party based on changes in an underlying (such as changes in the value of interest
rates, security prices, currency rates, commodity prices, indices, etc.), that relate to an asset,
liability or equity security of a guaranteed party. Derivatives that meet the FIN 45 definition of
guarantees include certain written options and credit default swaps (contracts that require Merrill
Lynch to pay the counterparty the par value of a referenced security if that referenced security
defaults). Merrill Lynch does not track, for accounting purposes, whether its clients enter into
these derivative contracts for speculative or hedging purposes. Accordingly, Merrill Lynch has
disclosed information about all credit default swaps and certain types of written options that can
potentially be used by clients to protect against changes in an underlying, regardless of how the
contracts are used by the client.
For certain derivative contracts, such as written interest rate caps and written currency options,
the maximum payout could theoretically be unlimited, because, for example, the rise in interest
rates or changes in foreign exchange rates could theoretically be unlimited. In addition, Merrill
Lynch does not monitor its exposure to derivatives based on the theoretical maximum payout because
that measure does not take into consideration the probability of the occurrence. As such, rather
than including the maximum payout, the notional value of these contracts has been included to
provide information about the magnitude of involvement with these types of contracts. However, it
should be noted that the notional value is not a reliable indicator of Merrill Lynchs exposure to
these contracts.
Merrill Lynch records all derivative transactions at fair value on its Consolidated Balance Sheets.
As previously noted, Merrill Lynch does not monitor its exposure to derivative contracts in terms
of maximum payout. Instead, a risk framework is used to define risk tolerances and establish limits
to help to ensure that certain risk-related losses occur within acceptable, predefined limits.
Merrill Lynch economically hedges its exposure to these contracts by entering into a variety of
offsetting derivative contracts and security positions. See the Derivatives section of Note 1 to
the Consolidated Financial Statements for further discussion of risk management of derivatives.
Merrill Lynch also provides guarantees to SPEs in the form of liquidity facilities, credit default
protection and residual value guarantees for equipment leasing entities.
The liquidity facilities and credit default protection relate primarily to municipal bond
securitization SPEs and Merrill Lynch-sponsored asset-backed commercial paper conduits. See Note 7
to the Consolidated Financial Statements for additional information regarding the conduits. Merrill
Lynch acts as liquidity provider to municipal bond securitization SPEs. Specifically, the holders
of beneficial interests issued by these SPEs have the right to tender their interests for purchase
by Merrill Lynch on specified dates at a specified price. If the beneficial interests are not
successfully remarketed, the holders of beneficial interests are paid from funds drawn under a
standby facility issued by Merrill Lynch (or by third-party financial institutions where Merrill
Lynch has agreed to reimburse the financial institution if a draw occurs). If the standby facility
is drawn, Merrill Lynch may claim the underlying assets held by the SPEs. In general, standby
facilities that are not coupled with default protection are not exercisable in the event of a
downgrade below investment grade or default of the assets held by the SPEs. In addition, as of
December 29, 2006, the value of the assets held by the SPE plus any additional collateral pledged
to Merrill Lynch exceeded the amount of beneficial interests issued, which provides additional
support to Merrill Lynch in the event that the standby facility is drawn. As of December 29, 2006,
the maximum payout if the standby facilities are drawn was $32.5 billion and the value of the
municipal bond assets to which Merrill Lynch has recourse in the event of a draw was $36.5 billion.
However, it should be noted that these two amounts are not directly comparable, as the assets to
which Merrill Lynch has recourse are on a deal-by-deal basis and are not part of a
cross-collateralized pool.
In certain instances, Merrill Lynch also provides default protection in addition to liquidity
facilities. Specifically, in the event that an issuer of a municipal bond held by the SPE defaults
on any payment of principal and/or interest when due, the payments on the bonds will be made to
beneficial interest holders from an irrevocable guarantee by Merrill Lynch (or by third-party
financial institutions where Merrill Lynch has agreed to reimburse the financial institution if
losses occur). If the default protection is drawn, Merrill Lynch may claim the underlying assets
held by the SPEs. As of December 29, 2006, the maximum payout if an issuer defaults was $5.7
billion, and the value of the assets to which Merrill Lynch has recourse, in the event that an
issuer of a municipal bond held by the SPE defaults on any payment of principal and/or interest
when due, was $6.8 billion; however, as described in the preceding paragraph, these two amounts are
not directly comparable as the assets to which Merrill Lynch has recourse are not part of a
cross-collateralized pool. Merrill Lynch has established two asset-backed commercial paper conduits
(Conduits) and holds a significant variable interest in the Conduits. These variable interests
represent $10 billion of liquidity facilities and $600 million of credit facilities. In the event
of a disruption in the commercial paper market, the liquidity facilities protect commercial paper
holders against short-term changes in the fair value of the assets held by the Conduits and the
credit facilities protect commercial paper investors against credit losses for up to a certain
percentage of the portfolio of assets held by the respective Conduits. The maximum exposure to loss
for these two facilities combined is $7.4 billion
94
and assumes a total loss on the assets held in the conduit. As such, this measure
significantly overstates Merrill Lynchs exposure or expected losses at December 29, 2006.
Further, to protect against declines in the value of the assets held by SPEs, for which Merrill
Lynch provides either liquidity facilities or default protection, Merrill Lynch economically hedges
its exposure through derivative positions that principally offset the risk of loss arising from
these guarantees.
Merrill Lynch also provides residual value guarantees to leasing SPEs where either Merrill Lynch or
a third-party is the lessee. For transactions where Merrill Lynch is not the lessee, the guarantee
provides loss coverage for any shortfalls in the proceeds from asset sales greater than 7590% of
the adjusted acquisition price, as defined. Where Merrill Lynch is the lessee, it provides a
guarantee that any proceeds from the sale of the assets will amount to at least 84% of the adjusted
acquisition cost, as defined.
Merrill Lynch also enters into reimbursement agreements in conjunction with sales of loans
originated under its Mortgage 100SM program. Under this program, borrowers can pledge
marketable securities in lieu of making a cash down payment. Upon sale of these mortgage loans,
purchasers may require a surety bond that reimburses for certain shortfalls in the borrowers
securities accounts. Merrill Lynch provides this reimbursement through a financial intermediary.
Merrill Lynch requires borrowers to meet daily collateral calls to verify that the securities
pledged as down payment are sufficient at all times. Merrill Lynch believes that its potential for
loss under these arrangements is remote. Accordingly, no liability is recorded in the Consolidated
Balance Sheets.
In addition, Merrill Lynch makes guarantees to counterparties in the form of standby letters of
credit. Merrill Lynch holds marketable securities of $539 million as collateral to secure these
guarantees.
Further, in conjunction with certain principal-protected mutual funds, Merrill Lynch guarantees the
return of the initial principal investment at the termination date of the fund. These funds are
generally managed based on a formula that requires the fund to hold a combination of general
investments and highly liquid risk-free assets that, when combined, will result in the return of
principal at the maturity date unless there is a significant market event. At December 29, 2006,
Merrill Lynchs maximum potential exposure to loss with respect to these guarantees is $634 million
assuming that the funds are invested exclusively in other general investments (i.e., the funds hold
no risk-free assets), and that those other general investments suffer a total loss. As such, this
measure significantly overstates Merrill Lynchs exposure or expected loss at December 29, 2006.
These transactions met the SFAS No. 149 definition of derivatives and, as such, were carried as a
liability with a fair value of $7 million at December 29, 2006.
Merrill Lynch also provides indemnifications related to the U.S. tax treatment of certain foreign
tax planning transactions. The maximum exposure to loss associated with these transactions is $165
million; however, Merrill Lynch believes that the likelihood of loss with respect to these
arrangements is remote.
These guarantees and their expiration are summarized at December 29, 2006 as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
(dollars in millions) |
|
Payout/Notional |
|
|
1 year |
|
|
13 years |
|
|
3+5 years |
|
|
Over 5 years |
|
|
Value |
|
|
Derivative contracts(1) |
|
$ |
1,772,646 |
|
|
$ |
495,033 |
|
|
$ |
361,739 |
|
|
$ |
278,521 |
|
|
$ |
637,353 |
|
|
$ |
32,509 |
|
Liquidity and default facilities with SPEs(2) |
|
|
49,180 |
|
|
|
46,688 |
|
|
|
2,231 |
|
|
|
97 |
|
|
|
164 |
|
|
|
24 |
|
Residual value guarantees(3) |
|
|
990 |
|
|
|
46 |
|
|
|
414 |
|
|
|
123 |
|
|
|
407 |
|
|
|
18 |
|
Standby letters of credit and other
guarantees(4) |
|
|
4,333 |
|
|
|
1,576 |
|
|
|
593 |
|
|
|
1,812 |
|
|
|
352 |
|
|
|
17 |
|
|
|
|
|
(1) |
|
As noted above, the notional value of derivative contracts is provided rather than the
maximum payout amount, although the notional value should not be considered as a reliable indicator
of Merrill Lynchs exposure to these contracts. |
(2) |
|
Amounts relate primarily to facilities provided to municipal bond securitization SPEs and
asset-backed commercial paper conduits sponsored by Merrill Lynch. Includes $6.9 billion of
guarantees provided to SPEs by third-party financial institutions where Merrill Lynch has agreed to
reimburse the financial institution if losses occur, and has up to one year to fund losses. |
(3) |
|
Includes residual value guarantees associated with the Hopewell campus and aircraft leases of
$322 million. |
(4) |
|
Includes $66 million of reimbursement agreements with the Mortgage 100SM program,
guarantees related to principal-protected mutual funds, and certain indemnifications related to
foreign tax planning strategies. |
In addition to the guarantees described above, Merrill Lynch also provides guarantees to
securities clearinghouses and exchanges. Under the standard membership agreement, members are
required to guarantee the performance of other members. Under the agreements, if another member
becomes unable to satisfy its obligations to the clearinghouse, other members would be required to
meet shortfalls. Merrill Lynchs liability under these arrangements is not quantifiable and could
exceed the cash and securities it has posted as collateral. However, the potential for Merrill
Lynch to be required to make payments under these arrangements is remote. Accordingly, no liability
is carried in the Consolidated Balance Sheets for these arrangements.
In connection with its prime brokerage business, Merrill Lynch provides to counterparties
guarantees of the performance of its prime brokerage clients. Under these arrangements, Merrill
Lynch stands ready to meet the obligations of its customers with respect to securities
transactions. If the customer fails to fulfill its obligation, Merrill Lynch must fulfill the
customers obligation with the counterparty. Merrill Lynch is secured by the assets in the
customers account as well as any proceeds received from the securities transaction entered into by
95 Merrill Lynch 2006 Annual Report
Merrill Lynch on behalf of the customer. No contingent liability is carried in the
Consolidated Balance Sheets for these transactions as the potential for Merrill Lynch to be
required to make payments under these arrangements is remote.
In connection with providing supplementary protection to its customers, MLPF&S holds insurance in
excess of that furnished by the Securities Investor Protection Corporation (SIPC). The policy
provides coverage up to $600 million in the aggregate (including up to $1.9 million per customer
for cash) for losses incurred by customers in excess of the SIPC limits. ML & Co. provides full
indemnity to the policy provider syndicate against any losses as a result of this agreement. No
contingent liability is carried in the Consolidated Balance Sheets for this indemnification as the
potential for Merrill Lynch to be required to make payments under this agreement is remote.
In connection with its securities clearing business, Merrill Lynch performs securities execution,
clearance and settlement services on behalf of other broker-dealer clients for whom it commits to
settle trades submitted for or by such clients, with the applicable clearing-house; trades are
submitted either individually, in groups or series or, if specific arrangements are made with a
particular clearinghouse and client, all transactions with such clearing entity by such client.
Merrill Lynchs liability under these arrangements is not quantifiable and could exceed any cash
deposit made by a client. However, the potential for Merrill Lynch to be required to make
unreimbursed payments under these arrangements is remote due to the contractual capital
requirements associated with clients activity and the regular review of clients capital.
Accordingly, no liability is carried in the Consolidated Balance Sheets for these transactions.
In connection with certain European mergers and acquisition transactions, Merrill Lynch, in its
capacity as financial advisor, in some cases may be required by law to provide a guarantee that the
acquiring entity has or can obtain or issue sufficient funds or securities to complete the
transaction. These arrangements are short-term in nature, extending from the commencement of the
offer through the termination or closing. Where guarantees are required or implied by law, Merrill
Lynch engages in a credit review of the acquirer, obtains indemnification and requests other
contractual protections where appropriate. Merrill Lynchs maximum liability equals the required
funding for each transaction and varies throughout the year depending upon the size and number of
open transactions. Based on the review procedures performed, management believes the likelihood of
being required to pay under these arrangements is remote. Accordingly, no liability is recorded in
the Consolidated Balance Sheets for these transactions.
In the course of its business, Merrill Lynch routinely indemnifies investors for certain taxes,
including U.S. and foreign withholding taxes on interest and other payments made on securities,
swaps and other derivatives. These additional payments would be required upon a change in law or
interpretation thereof. Merrill Lynchs maximum exposure under these indemnifications is not
quantifiable. Merrill Lynch believes that the potential for such an adverse change is remote. As
such, no liability is recorded in the Consolidated Balance Sheets.
In connection with certain asset sales and securitization transactions, Merrill Lynch typically
makes representations and warranties about the underlying assets conforming to specified
guidelines. If the underlying assets do not conform to the specifications, Merrill Lynch may have
an obligation to repurchase the assets or indemnify the purchaser against any loss. To the extent
these assets were originated by others and purchased by Merrill Lynch, Merrill Lynch seeks to
obtain appropriate representations and warranties in connection with its acquisition of the assets.
Merrill Lynch believes that the potential for loss under these arrangements is remote. Accordingly,
no liability is carried in the Consolidated Balance Sheets for these arrangements.
In connection with certain divestiture transactions, Merrill Lynch provides an indemnity to the
purchaser, which will fully compensate the purchaser for any unknown liens or liabilities (e.g.,
tax liabilities) that relate to prior periods but are not discovered until after the transaction is
closed. Merrill Lynchs maximum liability under these indemnifications cannot be quantified.
However, Merrill Lynch believes that the likelihood of being required to pay is remote given the
level of due diligence performed prior to the close of the transactions. Accordingly, no liability
is recorded in the Consolidated Balance Sheets for these indemnifications.
NOTE 13 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.
Merrill Lynch accounts for its defined benefit pension plans in accordance with SFAS No. 87,
Employers Accounting for Pensions and SFAS No. 88, Employers Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination Benefits. Its postretirement
benefit plans are accounted for in accordance with SFAS No. 106, Employers Accounting for
Postretirement Benefits Other Than Pensions. Merrill Lynch discloses information regarding defined
benefit pension and postretirement plans in accordance with SFAS No. 132R, Employers Disclosures
about Pensions and Other Postretirement Benefits. Postemployment benefits are accounted for in
accordance with SFAS No. 112, Employers Accounting for Postemployment Benefits.
In September 2006, the FASB issued SFAS No. 158, which requires an employer to recognize the
overfunded and underfunded status of its defined benefit pension and other postretirement plans,
measured as the difference between the fair value of plan assets and the benefit
96
obligation, as an asset or liability in its statement of financial condition. The benefit
obligation is defined as the projected benefit obligation for pension plans and the accumulated
postretirement benefit obligation for postretirement plans. Upon adoption, SFAS No. 158 requires an
entity to recognize previously unrecognized actuarial gains and losses and prior service costs
within accumulated other comprehensive income (loss), net of tax. The final net minimum pension
liability (MPL) adjustments are recognized prior to the adoption of SFAS No. 158. SFAS No. 158
also requires defined benefit plan assets and benefit obligations to be measured as of the date of
the companys fiscal year end. Merrill Lynch has historically used a September 30 measurement date.
Under the provisions of SFAS No. 158, Merrill Lynch will be required to change its measurement date
to coincide with its fiscal year end. This provision of SFAS No. 158 will be effective for Merrill
Lynch beginning with year end 2008. The following table illustrates the final net MPL adjustment
and the incremental effect of the application of SFAS No. 158:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance before net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MPL adjustment and |
|
|
|
|
|
|
|
|
|
|
Ending |
|
|
|
SFAS No. 158 adjustment |
|
|
Final net MPL |
|
|
SFAS No. 158 |
|
|
Balance |
|
(dollars in millions) |
|
12/29/06 |
|
|
adjustment |
|
|
adjustments |
|
|
12/29/06 |
|
|
Prepaid pension cost |
|
|
$400 |
|
|
|
$ |
|
|
|
$ 106 |
|
|
|
$506 |
|
Liability for pension and postretirement benefits |
|
|
752 |
|
|
|
110 |
|
|
|
(23 |
) |
|
|
839 |
|
|
Accumulated other comprehensive loss, pre-tax |
|
|
224 |
|
|
|
110 |
|
|
|
(129 |
) |
|
|
205 |
|
Deferred income taxes |
|
|
71 |
|
|
|
34 |
|
|
|
(64 |
) |
|
|
41 |
|
Accumulated other comprehensive loss, net of tax |
|
|
153 |
|
|
|
76 |
|
|
|
(65 |
) |
|
|
164 |
|
|
Defined Contribution Pension Plans
The U.S. defined contribution pension plans consist of the Retirement Accumulation Plan
(RAP), the Employee Stock Ownership Plan (ESOP), and the 401(k) Savings & Investment Plan
(401(k)). The RAP and ESOP cover substantially all U.S. employees who have met the service
requirement. There is no service requirement for employee deferrals in the 401(k). However, there
is a service requirement for an employee to receive corporate contributions in the 401(k).
Merrill Lynch established the RAP and the ESOP, collectively known as the Retirement Program, for
the benefit of employees with a minimum of one year of service. A notional retirement account is
maintained for each participant. The RAP contributions are employer-funded based on compensation
and years of service. Merrill Lynch made a contribution of approximately $165 million to the
Retirement Program in order to satisfy the 2006 contribution requirement. Under the RAP, employees
are given the opportunity to invest their retirement savings in a number of different investment
alternatives including ML & Co. common stock. Under the ESOP, all retirement savings are invested
in ML & Co. common stock, until employees have five years of service after which they have the
ability to diversify.
Merrill Lynch guarantees the debt of the ESOP. The note bears an interest rate of 6.75%, has an
outstanding balance of $1 million as of December 29, 2006, and matures on December 31, 2007. All
dividends received by the ESOP on unallocated ESOP shares are used to pay down the note.
Merrill Lynch allocates ESOP shares of Merrill Lynch stock to all participants of the ESOP as
principal from the ESOP loan is repaid. ESOP shares are considered to be either allocated
(contributed to participants accounts), committed (scheduled to be contributed at a specified
future date but not yet released), or unallocated (not committed or allocated). Share information
at December 29, 2006 is as follows:
|
|
|
|
|
|
Unallocated shares as of December 30, 2005 |
|
|
412,113 |
|
Shares allocated/committed(1) |
|
|
(199,163 |
) |
|
Unallocated shares as of December 29, 2006 |
|
|
212,950 |
|
|
|
|
|
(1) |
|
Excluding forfeited shares. |
Additional information on ESOP activity follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Compensation costs funded with ESOP shares |
|
$ |
19 |
|
|
$ |
13 |
|
|
$ |
11 |
|
|
Employees can participate in the 401(k) by contributing, on a tax-deferred basis, a certain
percentage of their eligible compensation, up to 25% since 2003, but not more than the maximum
annual amount allowed by law. Beginning in 2005, employees may contribute up to 25% of eligible
compensation in after-tax dollars up to an annual maximum of $10,000. Employees over the age of 50
may also make a catch-up contribution up to the maximum annual amount allowed by law. Employees are
given the opportunity to invest their 401(k) contributions in a number of different investment
alternatives including ML & Co. common stock. Merrill Lynchs contributions
97 Merrill Lynch 2006 Annual Report
are made in cash, and are equal to one-half of the first 6% of each participants eligible
compensation contributed to the 401(k), up to a maximum of $2,000 annually. Effective January 1,
2007, Merrill Lynchs contributions are equal to 100% of the first 4% of each participants
eligible compensation contributed to the 401(k), up to a maximum of $3,000 annually for employees
with eligible compensation of less than $300,000. For employees with eligible compensation equal to
or greater than $300,000 the maximum annual company contribution remains $2,000. Merrill Lynch
makes contributions to the 401(k) on a pay period basis and expects to make contributions of
approximately $96 million in 2007.
Merrill Lynch also sponsors various non-U.S. defined contribution pension plans. The costs of
benefits under the RAP, 401(k), and non-U.S. plans are expensed during the related service period.
Defined Benefit Pension Plans
In 1988 Merrill Lynch purchased a group annuity contract that guarantees the payment of
benefits vested under a U.S. defined benefit pension plan that was terminated (the U.S. Terminated
Pension Plan) in accordance with the applicable provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). At year-end 2006 and 2005, a substantial portion of the assets
supporting the annuity contract were invested in U.S. Government and agencies securities. Merrill
Lynch, under a supplemental agreement, may be responsible for, or benefit from, actual experience
and investment performance of the annuity assets. Merrill Lynch does not expect to make
contributions under this agreement in 2007. Merrill Lynch also maintains supplemental defined
benefit pension plans (i.e., plans not subject to Title IV of ERISA) for certain U.S. participants.
Merrill Lynch expects to pay $23 million of benefit payments to participants in the U.S.
non-qualified pension plans in 2007.
Employees of certain non-U.S. subsidiaries participate in various local defined benefit pension
plans. These plans provide benefits that are generally based on years of credited service and a
percentage of the employees eligible compensation during the final years of employment. Merrill
Lynchs funding policy has been to contribute annually the amount necessary to satisfy local
funding standards. Merrill Lynch currently expects to contribute $70 million to its non-U.S.
pension plans in 2007.
Postretirement Benefits Other Than Pensions
Merrill Lynch provides health insurance benefits to retired employees under a plan that
covers substantially all U.S. employees who have met age and service requirements. The health care
coverage is contributory, with certain retiree contributions adjusted periodically.
Non-contributory life insurance was offered to employees that had retired prior to February 1,
2000. The accounting for costs of health care benefits anticipates future changes in cost-sharing
provisions. Merrill Lynch pays claims as incurred. Full-time employees of Merrill Lynch become
eligible for these benefits upon attainment of age 55 and completion of ten years of service.
Effective December 31, 2005, employees who turn age 65 after January 1, 2011 and are eligible for
and elect supplemental retiree medical coverage will pay the full cost of coverage after age 65.
Beginning January 1, 2006, newly hired employees and rehired employees will be offered retiree
medical coverage, if they otherwise meet the eligibility requirement, but on a retiree-pay-all
basis for coverage before and after age 65. Merrill Lynch also sponsors similar plans that provide
health care benefits to retired employees of certain non-U.S. subsidiaries. As of December 29,
2006, none of these plans had been funded.
98
The following table provides a summary of the changes in the plans benefit obligations, fair
value of plan assets, and funded status, for the twelve-month periods ended September 30, 2006 and
September 30, 2005, and amounts recognized in the Consolidated Balance Sheets at year-end 2006 and
2005 for Merrill Lynchs U.S. and non-U.S. defined benefit pension and postretirement benefit
plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Defined Benefit |
|
|
Non-U.S. Defined Benefit |
|
|
Total Defined Benefit |
|
|
|
|
|
|
Pension Plans |
|
|
Pension Plans(1) |
|
|
Pension Plans |
|
|
Postretirement Plans(2) |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
Benefit obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
$ |
1,871 |
|
|
$ |
1,782 |
|
|
$ |
1,291 |
|
|
$ |
1,186 |
|
|
$ |
3,162 |
|
|
$ |
2,968 |
|
|
$ |
360 |
|
|
$ |
552 |
|
Service cost |
|
|
|
|
|
|
|
|
|
|
28 |
|
|
|
24 |
|
|
|
28 |
|
|
|
24 |
|
|
|
8 |
|
|
|
18 |
|
Interest cost |
|
|
95 |
|
|
|
95 |
|
|
|
66 |
|
|
|
58 |
|
|
|
161 |
|
|
|
153 |
|
|
|
17 |
|
|
|
31 |
|
Net actuarial losses (gains) |
|
|
(54 |
) |
|
|
60 |
|
|
|
166 |
|
|
|
189 |
|
|
|
112 |
|
|
|
249 |
|
|
|
(60 |
) |
|
|
(143 |
)(3) |
Employee contributions |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
Amendments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(77 |
)(3) |
Acquisition/Merger(4) |
|
|
|
|
|
|
33 |
|
|
|
(4 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
33 |
|
|
|
|
|
|
|
|
|
Benefits paid |
|
|
(108 |
) |
|
|
(99 |
) |
|
|
(33 |
) |
|
|
(33 |
) |
|
|
(141 |
) |
|
|
(132 |
) |
|
|
(18 |
) |
|
|
(18 |
) |
Curtailment and settlements(5) |
|
|
|
|
|
|
|
|
|
|
(16 |
) |
|
|
(3 |
) |
|
|
(16 |
) |
|
|
(3 |
) |
|
|
(3 |
) |
|
|
|
|
Foreign exchange and other |
|
|
|
|
|
|
|
|
|
|
162 |
|
|
|
(132 |
) |
|
|
162 |
|
|
|
(132 |
) |
|
|
3 |
|
|
|
(3 |
) |
|
Balance, end of period |
|
|
1,804 |
|
|
|
1,871 |
|
|
|
1,662 |
|
|
|
1,291 |
|
|
|
3,466 |
|
|
|
3,162 |
|
|
|
307 |
|
|
|
360 |
|
|
Fair value of plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year |
|
|
2,325 |
|
|
|
2,243 |
|
|
|
844 |
|
|
|
785 |
|
|
|
3,169 |
|
|
|
3,028 |
|
|
|
|
|
|
|
|
|
Actual return on plan assets |
|
|
49 |
|
|
|
181 |
|
|
|
88 |
|
|
|
148 |
|
|
|
137 |
|
|
|
329 |
|
|
|
|
|
|
|
|
|
Settlements(5) |
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
|
|
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition/Merger(4) |
|
|
|
|
|
|
|
|
|
|
(8 |
) |
|
|
|
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Contributions |
|
|
6 |
|
|
|
|
|
|
|
113 |
|
|
|
31 |
|
|
|
119 |
|
|
|
31 |
|
|
|
18 |
|
|
|
18 |
|
Benefits paid |
|
|
(107 |
) |
|
|
(99 |
) |
|
|
(33 |
) |
|
|
(33 |
) |
|
|
(140 |
) |
|
|
(132 |
) |
|
|
(18 |
) |
|
|
(18 |
) |
Foreign exchange and other |
|
|
|
|
|
|
|
|
|
|
107 |
|
|
|
(87 |
) |
|
|
107 |
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
|
2,273 |
|
|
|
2,325 |
|
|
|
1,103 |
|
|
|
844 |
|
|
|
3,376 |
|
|
|
3,169 |
|
|
|
|
|
|
|
|
|
|
Funded status end of period |
|
|
469 |
|
|
|
454 |
|
|
|
(559 |
) |
|
|
(447 |
) |
|
|
(90 |
) |
|
|
7 |
|
|
|
(307 |
) |
|
|
(360 |
) |
Unrecognized net actuarial losses (gains)(6) |
|
|
N/A |
|
|
|
(193 |
) |
|
|
N/A |
|
|
|
361 |
|
|
|
N/A |
|
|
|
168 |
|
|
|
N/A |
|
|
|
31 |
|
Unrecognized prior service cost(6) |
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
(76 |
) |
Fourth-quarter activity, net |
|
|
|
|
|
|
|
|
|
|
60 |
|
|
|
91 |
|
|
|
60 |
|
|
|
91 |
|
|
|
4 |
|
|
|
5 |
|
|
Amount recognized in Consolidated
Balance Sheet(7) |
|
$ |
469 |
|
|
$ |
261 |
|
|
$ |
(499 |
) |
|
$ |
5 |
|
|
$ |
(30 |
) |
|
$ |
266 |
|
|
$ |
(303 |
) |
|
$ |
(400 |
) |
|
Assets |
|
$ |
500 |
|
|
$ |
298 |
|
|
$ |
6 |
|
|
$ |
82 |
|
|
$ |
506 |
|
|
$ |
380 |
|
|
$ |
|
|
|
$ |
|
|
Liabilities |
|
|
(31 |
) |
|
|
(42 |
) |
|
|
(505 |
) |
|
|
(296 |
) |
|
|
(536 |
) |
|
|
(338 |
) |
|
|
(303 |
) |
|
|
(400 |
) |
Accumulated other comprehensive loss(8) |
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
219 |
|
|
|
|
|
|
|
224 |
|
|
|
|
|
|
|
|
|
|
Amount recognized in
Consolidated Balance Sheet |
|
$ |
469 |
|
|
$ |
261 |
|
|
$ |
(499 |
) |
|
$ |
5 |
|
|
$ |
(30 |
) |
|
$ |
266 |
|
|
$ |
(303 |
) |
|
$ |
(400 |
) |
|
|
|
|
N/A=Not Applicable |
(1) |
|
Primarily represents the U.K. pension plan which accounts for 78% of the benefit obligation and
81% of the fair value of plan assets at the end of the period. |
(2) |
|
Approximately 91% of the postretirement benefit obligation at the end of the period relates to
the U.S. postretirement plan. |
(3) |
|
Postretirement Plans net actuarial gains and plan amendments are due to changes in the U.S.
postretirement plan. |
(4) |
|
Relates to the BlackRock merger in 2006 and the acquisition of the Advest business in 2005,
respectively. |
(5) |
|
Curtailments and settlements primarily relate to the BlackRock merger. |
(6) |
|
The unrecognized gain for the U.S. defined benefit pension plan relates to the U.S. terminated
pension plan and the U.S. Supplemental Retirement Plan (USSRP). The unrecognized loss for the
U.K. pension plan represents approximately 77% of the total unrecognized net actuarial loss for the
non-U.S. pension plans in 2005. The U.S. postretirement plan accounts for 80% of the net
unrecognized losses relating to the postretirement plans in 2005. |
(7) |
|
Effective December 29, 2006 under SFAS No. 158, unrecognized net actuarial gains and losses and
unrecognized prior service costs are recognized as an asset or liability in the Consolidated
Balance Sheet. |
(8) |
|
Represents the net minimum pension liability recorded within other comprehensive loss at
December 30, 2005. |
The accumulated benefit obligation for all defined benefit pension plans was $3,310 million
and $3,021 million at September 30, 2006 and September 30, 2005, respectively.
The projected benefit obligation (PBO), accumulated benefit obligation (ABO), and fair value of
plan assets for pension plans with ABO and PBO in excess of plan assets as of September 30, 2006
and September 30, 2005 are presented in the tables below. These plans primarily represent U.S.
supplemental plans not subject to ERISA or non-U.S. plans where funding strategies vary due to
legal requirements and local practices.
99 Merrill Lynch 2006 Annual Report
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Defined Benefit |
|
|
Non-U.S. Defined Benefit |
|
|
Total Defined Benefit |
|
|
|
Pension Plans |
|
|
Pension Plans |
|
|
Pension Plans |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
Plans with ABO in excess
of plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PBO |
|
$ |
32 |
|
|
$ |
42 |
|
|
$ |
1,501 |
|
|
$ |
1,144 |
|
|
$ |
1,533 |
|
|
$ |
1,186 |
|
ABO |
|
|
32 |
|
|
|
42 |
|
|
|
1,363 |
|
|
|
1,030 |
|
|
|
1,395 |
|
|
|
1,072 |
|
FV plan assets |
|
|
|
|
|
|
|
|
|
|
946 |
|
|
|
694 |
|
|
|
946 |
|
|
|
694 |
|
Plans with PBO in excess
of plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PBO |
|
$ |
32 |
|
|
$ |
42 |
|
|
$ |
1,632 |
|
|
$ |
1,257 |
|
|
$ |
1,664 |
|
|
$ |
1,299 |
|
ABO |
|
|
32 |
|
|
|
42 |
|
|
|
1,476 |
|
|
|
1,181 |
|
|
|
1,508 |
|
|
|
1,223 |
|
FV plan assets |
|
|
|
|
|
|
|
|
|
|
1,069 |
|
|
|
802 |
|
|
|
1,069 |
|
|
|
802 |
|
|
Amounts recognized in accumulated other comprehensive loss, pre-tax, at year-end 2006 consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Defined Benefit |
|
|
Non-U.S. Defined Benefit |
|
|
Total Defined Benefit |
|
|
|
|
(dollars in millions) |
|
Pension Plans |
|
|
Pension Plans |
|
|
Pension Plans |
|
|
Postretirement Plans |
|
|
Net actuarial (gain)/loss |
|
$ |
(183 |
) |
|
$ |
530 |
|
|
$ |
347 |
|
|
$ |
(29 |
) |
Prior service credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(69 |
) |
Foreign currency translation
gain |
|
|
|
|
|
|
(44 |
) |
|
|
(44 |
) |
|
|
|
|
|
Total |
|
$ |
(183 |
) |
|
$ |
486 |
|
|
$ |
303 |
|
|
$ |
(98 |
) |
|
The estimated net loss for the defined benefit pension plans that will be amortized from
accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is
approximately $28 million. The estimated prior service credit for the postretirement plans that
will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the
next fiscal year is approximately $6 million.
The weighted average assumptions used in calculating the benefit obligations at September 30, 2006
and September 30, 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Defined Benefit |
|
|
Non-U.S. Defined Benefit |
|
|
Total Defined Benefit |
|
|
|
|
|
|
Pension Plans |
|
|
Pension Plans |
|
|
Pension Plans |
|
|
Postretirement Plans |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
Discount rate |
|
|
5.5 |
% |
|
|
5.2 |
% |
|
|
4.9 |
% |
|
|
4.9 |
% |
|
|
5.2 |
% |
|
|
5.1 |
% |
|
|
5.5 |
% |
|
|
5.3 |
% |
Rate of compensation increase |
|
|
N/A |
|
|
|
N/A |
|
|
|
4.5 |
|
|
|
4.3 |
|
|
|
4.5 |
|
|
|
4.3 |
|
|
|
N/A |
|
|
|
N/A |
|
Healthcare cost trend rates(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
9.5 |
|
|
|
10.3 |
|
Long-term |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
5.0 |
|
|
|
4.9 |
|
|
|
|
|
N/A=Not Applicable |
(1) |
|
The healthcare cost trend rate is assumed to decrease gradually through 2013 and remain constant thereafter. |
Total net periodic benefit cost for the years ended 2006, 2005, and 2004 included the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Pension |
|
|
Non-U.S. Pension |
|
|
Total Pension |
|
|
Postretirement |
|
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
|
Plans |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Defined contribution pension plan cost |
|
$ |
228 |
|
|
$ |
199 |
|
|
$ |
190 |
|
|
$ |
68 |
|
|
$ |
57 |
|
|
$ |
46 |
|
|
$ |
296 |
|
|
$ |
256 |
|
|
$ |
236 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
Defined benefit and postretirement plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
24 |
|
|
|
35 |
|
|
|
27 |
|
|
|
24 |
|
|
|
35 |
|
|
$ |
8 |
|
|
$ |
18 |
|
|
$ |
17 |
|
Interest cost |
|
|
95 |
|
|
|
95 |
|
|
|
97 |
|
|
|
66 |
|
|
|
58 |
|
|
|
54 |
|
|
|
161 |
|
|
|
153 |
|
|
|
151 |
|
|
|
17 |
|
|
|
31 |
|
|
|
30 |
|
Expected return on plan assets(2) |
|
|
(112 |
) |
|
|
(96 |
) |
|
|
(96 |
) |
|
|
(63 |
) |
|
|
(49 |
) |
|
|
(46 |
) |
|
|
(175 |
) |
|
|
(145 |
) |
|
|
(142 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of (gains)/losses,
prior service costs and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20 |
|
|
|
14 |
|
|
|
19 |
|
|
|
20 |
|
|
|
14 |
|
|
|
19 |
|
|
|
(5 |
) |
|
|
9 |
|
|
|
8 |
|
|
Total defined benefit and
postretirement plan costs |
|
|
(17 |
) |
|
|
(1 |
) |
|
|
1 |
|
|
|
50 |
|
|
|
47 |
|
|
|
62 |
|
|
|
33 |
|
|
|
46 |
|
|
|
63 |
|
|
|
20 |
|
|
|
58 |
|
|
|
55 |
|
|
Total net periodic benefit cost |
|
$ |
211 |
|
|
$ |
198 |
|
|
$ |
191 |
|
|
$ |
118 |
|
|
$ |
104 |
|
|
$ |
108 |
|
|
$ |
329 |
|
|
$ |
302 |
|
|
$ |
299 |
|
|
$ |
20 |
|
|
$ |
58 |
|
|
$ |
55 |
|
|
|
|
|
N/A=Not Applicable |
(1) |
|
The U.S. plan was terminated in 1988 and thus does not incur service costs. The U.K. defined
benefit pension plan was frozen during the second quarter of 2004, which reduced service cost
beginning in 2004. |
(2) |
|
Effective 2006 Merrill Lynch modified the investment policy relating to the U.S. Terminated
Pension Plan which increased the expected long-term rate of return on plan assets. The increase in
the expected return on plan assets for the Non-U.S. plans can primarily be attributed to the U.K.
Pension Plan as a result of increased contributions, favorable actual investment returns and
exchange rate movements. |
100
The unrecognized net actuarial losses (gains) represent changes in the amount of either the
projected benefit obligation or plan assets resulting from actual experience being different than
that assumed and from changes in assumptions. Merrill Lynch amortizes unrecognized net actuarial
losses (gains) over the average future service periods of active participants to the extent that
the loss or gain exceeds 10% of the greater of the projected benefit obligation or the fair value
of plan assets. This amount is recorded within net periodic benefit cost. The average future
service period for the U.K. defined benefit pension plan and the U.S. postretirement plan were 12
years and 13 years, respectively. Accordingly, the expense to be recorded in fiscal year ending
2007 related to the U.K. defined benefit pension plan unrecognized loss is $27 million. The U.S.
postretirement plan unrecognized loss does not exceed 10% of the greater of the projected benefit
obligation or the fair value of plan assets; however no significant loss will be amortized to
expense in 2007. The U.S. defined benefit pension plan unrecognized gain does not exceed 10% of the
greater of the projected benefit obligation or the fair value of plan assets; therefore the gain
will not be amortized to expense in 2007.
The weighted average assumptions used in calculating the net periodic benefit cost for the years
ended September 30, 2006, 2005, and 2004 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Defined Benefit |
|
|
Non-U.S. Defined Benefit |
|
|
Total Defined Benefit |
|
|
|
|
|
|
Pension Plans |
|
|
Pension Plans |
|
|
Pension Plans |
|
|
Postretirement Plans |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Discount rate |
|
|
5.3 |
% |
|
|
5.5 |
% |
|
|
5.8 |
% |
|
|
4.9 |
% |
|
|
5.3 |
% |
|
|
5.2 |
% |
|
|
5.1 |
% |
|
|
5.4 |
% |
|
|
5.6 |
% |
|
|
5.3 |
% |
|
|
5.7 |
% |
|
|
6.0 |
% |
Expected long-term return on
pension plan assets |
|
|
4.9 |
|
|
|
4.4 |
|
|
|
4.4 |
|
|
|
6.6 |
|
|
|
6.7 |
|
|
|
6.9 |
|
|
|
5.4 |
|
|
|
5.0 |
|
|
|
5.0 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Rate of compensation increase |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
4.3 |
|
|
|
4.2 |
|
|
|
4.1 |
|
|
|
4.3 |
|
|
|
4.2 |
|
|
|
4.1 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
Healthcare cost trend rates(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Initial |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
10.3 |
|
|
|
11.9 |
|
|
|
12.9 |
|
Long-term |
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
4.9 |
|
|
|
4.9 |
|
|
|
5.0 |
|
|
|
|
|
N/A=Not Applicable |
(1) |
|
The healthcare cost trend rate is assumed to decrease gradually through 2013 and remain constant thereafter. |
Plan Assumptions
The discount rate used in determining the benefit obligation for the U.S. defined benefit
pension and postretirement plans was developed by selecting the appropriate U.S. Treasury yield,
and the related swap spread, consistent with the duration of the plans obligation. This yield was
further adjusted to reference a Merrill Lynch specific Moodys Corporate Aa rating. The discount
rate for the U.K. pension plan was selected by reference to the appropriate U.K. GILTS rate, and
the related swap spread, consistent with the duration of the plans obligation. This yield was
further adjusted to reference a Merrill Lynch specific Moodys Corporate Aa rating.
The expected long-term rate of return on plan assets reflects the average rate of earnings expected
on the funds invested or to be invested to provide for the benefits included in the projected
benefit obligation. The U.S. terminated pension plan, which represents approximately 67% of Merrill
Lynchs total pension plan assets as of September 30, 2006, is solely invested in a group annuity
contract which is currently 100% invested in fixed income securities. The expected long-term rate
of return on plan assets for the U.S. terminated pension plan is based on the U.S. Treasury strip
plus 50 basis points which reflects the current investment policy. The U.K. pension plan, which
represents approximately 26% of Merrill Lynchs total plan assets as of September 30, 2006, is
currently invested in 57% equity securities, 9% debt securities, 6% real estate, and 28% other. The
expected long-term rate of return on the U.K. pension plan assets was determined by Merrill Lynch
and reflects estimates by the plan investment advisors of the expected returns on different asset
classes held by the plan in light of prevailing economic conditions at the beginning of the fiscal
year. At September 30, 2006, Merrill Lynch increased the discount rate used to determine the U.S.
pension plan and postretirement benefit plan obligations to 5.5%. The expected rate of return for
the U.S. pension plan assets was increased from 4.4% in 2005 to 4.9% for 2006, which reduced
expense by $12 million. The expected rate of return for 2007 was increased to 5.3%, which is
consistent with the U.S. Treasury strip plus 50 basis points. The discount rate at September 30,
2006 for the U.K. pension plan was reduced from 5.3% in 2005 to 5.0% for 2006. The expected rate of
return for the U.K. pension plan was unchanged.
101 Merrill Lynch 2006 Annual Report
Although Merrill Lynchs pension and postretirement benefit plans can be sensitive to changes
in the discount rate, it is expected that a 25 basis point rate reduction would not have a material
impact on the U.S. plan expenses for 2007. This change would increase the U.K. pension plan expense
for 2007 by approximately $7 million. Also, such a change would increase the U.S. and U.K. plan
obligations at September 30, 2006 by $59 million and $80 million, respectively. A 25 basis point
decline in the expected rate of return for the U.S. pension plan and the U.K. pension plan would
result in an expense increase for 2007 of approximately $6 million and $2 million, respectively.
The assumed health care cost trend rate has a significant effect on the amounts reported for the
postretirement health care plans. A one percent change in the assumed healthcare cost trend rate
would have the following effects:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% Increase |
|
|
1% Decrease |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
Effect on: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other postretirement benefits cost |
|
$ |
10 |
|
|
$ |
10 |
|
|
$ |
(8 |
) |
|
$ |
(8 |
) |
Accumulated benefit obligation |
|
|
31 |
|
|
|
44 |
|
|
|
(27 |
) |
|
|
(37 |
) |
|
Investment Strategy and Asset Allocation
The U.S. terminated pension plan asset portfolio is structured such that the asset maturities
match the duration of the plans obligations. Consistent with the plan termination in 1988, the
annuity contract and the supplemental agreement, the asset portfolios investment objective calls
for a concentration in fixed income securities, the majority of which have an investment grade
rating.
The assets of the U.K. pension plan are invested prudently so that the benefits promised to members
are provided, having regard to the nature and the duration of the plans liabilities. The current
planned investment strategy was set following an asset-liability study and advice from the
Trustees investment advisors. The asset allocation strategy selected is designed to achieve a
higher return than the lowest risk strategy while maintaining a prudent approach to meeting the
plans liabilities. For the U.K. pension plan, the target asset allocation is 40% equity, 10% debt,
5% real estate, 45% target return (included in the table below in the non-U.S. Other category).
As a risk control measure, a series of interest rate and inflation risk swaps have been executed
covering a target of 60% of the plans assets.
The pension plan weighted-average asset allocations and target asset allocations at September 30,
2006 and September 30, 2005, by asset category are presented in the table below. The Merrill Lynch
postretirement benefit plans are not funded and do not hold assets for investment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit Pension Plans |
|
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
|
|
Target |
|
|
|
|
|
|
|
|
|
|
Target |
|
|
|
|
|
|
|
|
|
Allocation |
|
|
2006 |
|
|
2005 |
|
|
Allocation |
|
|
2006 |
|
|
2005 |
|
|
Debt securities |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
17 |
% |
|
|
16 |
% |
|
|
22 |
% |
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
54 |
|
|
|
71 |
|
Real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
6 |
|
|
|
4 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37 |
|
|
|
24 |
|
|
|
3 |
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
102
Estimated Future Benefit Payments
Expected benefit payments associated with Merrill Lynchs defined benefit pension and
postretirement plans for the next five years and in aggregate for the five years thereafter are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined Benefit |
|
|
|
|
|
|
Pension Plans |
|
|
Postretirement Plans(3) |
|
(dollars in millions) |
|
U.S. |
(1) |
|
Non-U.S. |
(2) |
|
Total |
|
|
Gross Payments |
|
|
Medicare Subsidy |
|
|
Net Payments |
|
|
2007 |
|
$ |
122 |
|
|
$ |
37 |
|
|
$ |
159 |
|
|
$ |
22 |
|
|
$ |
3 |
|
|
$ |
19 |
|
2008 |
|
|
104 |
|
|
|
36 |
|
|
|
140 |
|
|
|
24 |
|
|
|
4 |
|
|
|
20 |
|
2009 |
|
|
107 |
|
|
|
38 |
|
|
|
145 |
|
|
|
26 |
|
|
|
4 |
|
|
|
22 |
|
2010 |
|
|
110 |
|
|
|
39 |
|
|
|
149 |
|
|
|
28 |
|
|
|
5 |
|
|
|
23 |
|
2011 |
|
|
113 |
|
|
|
40 |
|
|
|
153 |
|
|
|
30 |
|
|
|
5 |
|
|
|
25 |
|
2012 through 2016 |
|
|
602 |
|
|
|
219 |
|
|
|
821 |
|
|
|
168 |
|
|
|
38 |
|
|
|
130 |
|
|
|
|
|
(1) |
|
The U.S. defined benefit pension plan payments are primarily funded under the terminated
plan annuity contract. |
(2) |
|
The U.K., Japan and Swiss pension plan payments represent about 58%, 9% and 18%, respectively,
of the non-U.S. 2007 expected defined benefit pension payments. |
(3) |
|
The U.S. postretirement plan payments, including the Medicare subsidy, represent approximately
95% of the total 2007 expected postretirement benefit payments. |
Postemployment Benefits
Merrill Lynch provides certain postemployment benefits for employees on extended leave due to
injury or illness and for terminated employees. Employees who are disabled due to non-work-related
illness or injury are entitled to disability income, medical coverage, and life insurance. Merrill
Lynch also provides severance benefits to terminated employees. In addition, Merrill Lynch is
mandated by U.S. state and federal regulations to provide certain other postemployment benefits.
Merrill Lynch funds these benefits through a combination of self-insured and insured plans.
Merrill Lynch recognized $424 million, $226 million, and $165 million in 2006, 2005, and 2004,
respectively, of postemployment benefits expense, which included severance costs for terminated
employees of $417 million, $225 million, and $134 million in 2006, 2005, and 2004, respectively.
NOTE 14 Employee Incentive Plans
Merrill Lynch adopted the provisions of SFAS No. 123R in the first quarter of 2006. See Note
1 to the Consolidated Financial Statements for further information.
To align the interests of employees with those of stockholders, Merrill Lynch sponsors several
employee compensation plans that provide eligible employees with stock or options to purchase
stock. The total pre-tax compensation cost recognized in earnings for stock-based compensation
plans for 2006 was $3.2 billion which includes approximately $1.8 billion associated with one-time,
non-cash compensation expenses further described in Note 1 to the Consolidated Financial
Statements. The total pre-tax compensation cost recognized in earnings for stock-based compensation
plans for 2005 and 2004 was $1.0 billion and $883 million, respectively, which includes the impact
of accelerated amortization for terminated employees. Total related tax benefits recognized in
earnings for share-based payment compensation plans for 2006, 2005, and 2004 were $1.2 billion,
$381 million and $321 million, respectively. Total compensation cost recognized for share-based
payments related to awards granted to retirement eligible employees prior to adoption of SFAS No.
123R was $617 million. Merrill Lynch also sponsors deferred cash compensation plans and award
programs for eligible employees.
As of December 29, 2006, there was $1.9 billion of total unrecognized compensation cost related to
non-vested share-based payment compensation arrangements. This cost is expected to be recognized
over a weighted average period of 2.2 years.
Below is a description of our share-based payment compensation plans.
Long-Term Incentive Compensation Plans (LTIC Plans), Employee Stock
Compensation Plan
(ESCP) and Equity Capital Accumulation Plan (ECAP)
LTIC Plans, ESCP and ECAP provide for grants of equity and equity-related instruments to
certain employees. LTIC Plans consist of the Long-Term Incentive Compensation Plan, a shareholder
approved plan used for grants to executive officers, and the Long-Term Incentive Compensation Plan
for Managers and Producers, a broad-based plan which was approved by the Board of Directors, but
has not been shareholder approved. LTIC Plans provide for the issuance of Restricted Shares,
Restricted Units, and Non-qualified Stock Options, as well as Incentive Stock Options, Performance
Shares, Performance Units, Performance Options, Stock Appreciation Rights, and other securities of
Merrill Lynch. ESCP, a broad-based plan approved by shareholders in 2003, provides for the issuance
of Restricted Shares, Restricted Units, Non-qualified Stock Options and Stock Appreciation Rights.
ECAP, a shareholder-approved plan, provides for the issuance of Restricted Shares, as well as
Performance Shares. All plans under LTIC Plans, ESCP and ECAP may be satisfied using either
treasury or newly issued shares. As of December 29, 2006, no instruments other than Restricted
Shares, Restricted Units, Non-qualified
103 Merrill Lynch 2006 Annual Report
Stock Options, Performance Options and Stock Appreciation Rights had been granted.
Stock-settled Stock Appreciation Rights, which were first granted in 2004, were substantially all
converted to Non-qualified Stock Options by December 31, 2004.
Restricted Shares and Units
Restricted Shares are shares of ML & Co. common stock carrying voting and dividend rights. A
Restricted Unit is deemed equivalent in fair market value to one share of common stock.
Substantially all awards are settled in shares of common stock. Recipients of Restricted Unit
awards receive cash payments equivalent to dividends. Under these plans, such shares and units are
restricted from sale, transfer, or assignment until the end of the restricted period. Such shares
and units are subject to forfeiture during the vesting period for grants under LTIC Plans, or the
restricted period for grants under ECAP. Restricted share and unit grants made prior to 2003
generally cliff vest in three years. Restricted share and unit grants made in 2003 through 2005
generally cliff vest in four years. Restricted share and unit grants made in 2006 generally step
vest in four years.
In January 2006, Participation Units were granted from the Long-Term Incentive Compensation Plan
under Merrill Lynchs Managing Partners Incentive Program. The awards granted under this program
are fully at risk, and the potential payout will vary depending on Merrill Lynchs financial
performance against pre-determined return on average common stockholders equity (ROE) targets.
One-third of the Participation Units will convert into Restricted Shares on each of January 31,
2007, January 31, 2008 and January 31, 2009, subject to the satisfaction of minimum ROE targets
determined for the most recently completed fiscal year. Participation Units will cease to be
outstanding immediately following conversion. If the minimum target is not met, the Participation
Units will expire without being converted.
In connection with the BlackRock merger, 1,564,808 Restricted Shares held by employees that
transferred to BlackRock were converted to Restricted Units effective June 2, 2006. The vesting
period for such awards was accelerated to end on the transaction closing date of September 29,
2006. In addition, the vesting periods for 1,135,477 Restricted Share and 156,118 Restricted Unit
awards that were not converted were accelerated to end on the transaction closing date of September
29, 2006.
The activity for Restricted Shares and Units under these plans during 2006 and 2005 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIC Plans |
|
|
ECAP |
|
|
ESCP |
|
|
|
Restricted Shares |
|
|
Restricted Units |
(2) |
|
Restricted Shares |
|
|
Restricted Shares |
|
|
Restricted Units |
|
|
Authorized for issuance at: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2006 |
|
|
660,000,000 |
|
|
|
N/A |
|
|
|
104,800,000 |
|
|
|
75,000,000 |
|
|
|
N/A |
|
December 30, 2005 |
|
|
660,000,000 |
|
|
|
N/A |
|
|
|
104,800,000 |
|
|
|
75,000,000 |
|
|
|
N/A |
|
|
Available for issuance at:(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 29, 2006 |
|
|
63,750,734 |
|
|
|
N/A |
|
|
|
10,830,839 |
|
|
|
40,205,824 |
|
|
|
N/A |
|
December 30, 2005 |
|
|
65,412,219 |
|
|
|
N/A |
|
|
|
10,832,121 |
|
|
|
57,158,319 |
|
|
|
N/A |
|
|
Outstanding, end of 2004 |
|
|
35,373,905 |
|
|
|
6,732,576 |
|
|
|
32,288 |
|
|
|
|
|
|
|
|
|
Granted 2005 |
|
|
3,816,323 |
|
|
|
970,647 |
|
|
|
8,244 |
|
|
|
16,240,185 |
|
|
|
2,340,815 |
|
Paid, forfeited, or released from contingencies |
|
|
(10,222,689 |
) |
|
|
(2,982,677 |
) |
|
|
(19,676 |
) |
|
|
(556,398 |
) |
|
|
(182,921 |
) |
|
Outstanding, end of 2005 |
|
|
28,967,539 |
|
|
|
4,720,546 |
|
|
|
20,856 |
|
|
|
15,683,787 |
|
|
|
2,157,894 |
|
Granted 2006 |
|
|
2,949,565 |
|
|
|
3,696,598 |
|
|
|
1,282 |
|
|
|
15,753,197 |
|
|
|
2,914,209 |
|
Share to Unit conversion |
|
|
(600,392 |
) |
|
|
600,392 |
|
|
|
|
|
|
|
(964,416 |
) |
|
|
964,416 |
|
Paid, forfeited, or released from contingencies |
|
|
(2,044,374 |
) |
|
|
(1,100,611 |
) |
|
|
(2,253 |
) |
|
|
(1,391,381 |
) |
|
|
(323,530 |
) |
|
Outstanding, end of 2006 |
|
|
29,272,338 |
|
|
|
7,916,925 |
|
|
|
19,885 |
|
|
|
29,081,187 |
|
|
|
5,712,989 |
|
|
|
|
|
N/A=Not Applicable |
(1) |
|
Includes shares reserved for issuance upon the exercise of stock options.
|
(2) |
|
Grants in 2006 include grants of Participation Units. |
SFAS No. 123R requires the immediate expensing of share-based payment awards granted or
modified to retirement-eligible employees in 2006, including awards that are subject to non-compete
provisions. The above activity contains awards with or without a future service requirement, as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No Future Service Required |
|
|
Future Service Required |
|
|
|
|
|
|
|
Weighted Avg |
|
|
|
|
|
|
Weighted Avg |
|
|
|
Shares/Units |
|
|
Grant Price |
|
|
Shares/Units |
|
|
Grant Price |
|
|
Outstanding at December 30, 2005 |
|
|
38,877,644 |
|
|
$ |
51.00 |
|
|
|
12,672,978 |
|
|
$ |
54.01 |
|
|
Granted 2006 |
|
|
7,429,380 |
|
|
|
71.57 |
|
|
|
17,885,471 |
|
|
|
72.21 |
|
Delivered |
|
|
(1,672,623 |
) |
|
|
51.13 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(1,973,861 |
) |
|
|
58.80 |
|
|
|
(1,215,665 |
) |
|
|
63.70 |
|
Service criteria satisfied(1) |
|
|
21,412,853 |
|
|
|
63.93 |
|
|
|
(21,412,853 |
) |
|
|
63.93 |
|
|
Outstanding at December 29, 2006 |
|
|
64,073,393 |
|
|
|
57.46 |
|
|
|
7,929,931 |
|
|
|
66.79 |
|
|
|
|
|
(1) |
|
Represents those awards for which employees attained retirement-eligibility during 2006, subsequent to the grant date. |
104
The total fair value of Restricted Shares and Units granted to retirement-eligible employees,
or for which service criteria were satisfied during 2006 was $2.2 billion. The total fair value of
Restricted Shares and Units vested during 2006 was $303 million.
The weighted-average fair value per share or unit for 2006, 2005, and 2004 grants follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
LTIC Plans |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
$ |
75.45 |
|
|
$ |
58.70 |
|
|
$ |
59.10 |
|
Restricted Units |
|
|
71.63 |
|
|
|
58.60 |
|
|
|
54.38 |
|
ECAP Restricted Shares |
|
|
70.22 |
|
|
|
60.37 |
|
|
|
58.30 |
|
ESCP Plans |
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
|
71.54 |
|
|
|
57.01 |
|
|
|
|
|
Restricted Units |
|
|
71.67 |
|
|
|
57.01 |
|
|
|
|
|
|
Non-Qualified Stock Options
Non-qualified Stock Options granted under LTIC Plans in 1996 through 2000 generally became
exercisable over five years; options granted in 2001 and 2002 became exercisable after
approximately six months. Option and Stock Appreciation Right grants made after 2002 generally
become exercisable over four years. The exercise price of these grants is equal to 100% of the fair
market value (as defined in LTIC Plans) of a share of ML & Co. common stock on the date of grant.
Options and Stock Appreciation Rights expire ten years after their grant date.
The total number of Stock Appreciation Rights that remained outstanding at December 29, 2006 and
December 30, 2005, were 304,774 and 344,627, respectively.
The activity for Non-qualified Stock Options under LTIC Plans for 2006, 2005, and 2004 follows:
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
Weighted-Average |
|
|
|
Outstanding |
|
|
Exercise Price |
|
|
Outstanding, beginning of 2004 |
|
|
216,144,523 |
|
|
$ |
44.20 |
|
Granted 2004 |
|
|
9,842,371 |
|
|
|
59.85 |
|
Exercised |
|
|
(20,429,175 |
) |
|
|
27.10 |
|
Forfeited |
|
|
(1,434,287 |
) |
|
|
46.88 |
|
|
Outstanding, end of 2004 |
|
|
204,123,432 |
|
|
|
46.64 |
|
Granted 2005 |
|
|
681,622 |
|
|
|
58.13 |
|
Exercised |
|
|
(26,849,096 |
) |
|
|
30.91 |
|
Forfeited |
|
|
(1,242,883 |
) |
|
|
43.48 |
|
|
Outstanding, end of 2005 |
|
|
176,713,075 |
|
|
|
49.10 |
|
Granted 2006 |
|
|
368,973 |
|
|
|
72.72 |
|
Exercised |
|
|
(46,257,695 |
) |
|
|
39.78 |
|
Forfeited |
|
|
(336,546 |
) |
|
|
49.20 |
|
|
Outstanding, end of 2006 |
|
|
130,487,807 |
|
|
|
52.47 |
|
Exercisable, end of 2006 |
|
|
120,416,219 |
|
|
|
52.72 |
|
|
|
|
|
All Options and Stock Appreciation Rights outstanding as of December 29, 2006 are fully vested or expected to vest. |
At year-end 2006, the weighted-average remaining contractual terms of options outstanding and
exercisable were 4.11 years and 3.93 years, respectively.
The weighted-average fair value of options granted in 2006, 2005, and 2004 was $18.46, $18.04, and
$20.46, per option, respectively. The fair value of each option award is estimated on the date of
grant based on a Black-Scholes option pricing model using the following weighted-average
assumptions. Expected volatilities are based on historical volatility of ML & Co. common stock. The
expected term of options granted is equal to the contractual life of the options. The risk-free
rate for periods within the contractual life of the option is based on the U.S. Treasury yield
curve in effect at the time of grant. The expected dividend is based on the current dividend rate
at the time of grant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Risk-free interest rate |
|
|
4.40 |
% |
|
|
3.80 |
% |
|
|
3.27 |
% |
Expected life |
|
4.5 yrs. |
|
4.6 yrs. |
|
5.0 yrs. |
Expected volatility |
|
|
28.87 |
% |
|
|
35.31 |
% |
|
|
37.36 |
% |
Expected dividend yield |
|
|
1.37 |
% |
|
|
1.14 |
% |
|
|
1.07 |
% |
|
105 Merrill Lynch 2006 Annual Report
Merrill Lynch received approximately $1.8 billion and $817 million in cash from the exercise
of stock options during 2006 and 2005, respectively. The net tax benefit realized from the exercise
of these options was $394 million and $179 million for 2006 and 2005, respectively.
The total intrinsic value of options exercised during 2006 and 2005 was $1.8 billion and $800
million, respectively. As of December 29, 2006, the total intrinsic value of options outstanding
and exercisable was $5.3 billion and $4.9 billion, respectively. As of December 30, 2005, the total
intrinsic value of options outstanding and exercisable was $3.3 billion and $2.8 billion,
respectively.
Employee Stock Purchase Plans (ESPP)
ESPP, which is shareholder approved, allows eligible employees to invest from 1% to 10% of
their eligible compensation to purchase ML & Co. common stock, subject to legal limits. For 2006
and 2005, the maximum annual purchase was $23,750. For 2004, the maximum annual purchase was
$21,250. Beginning January 15, 2005, purchases were made at a discount equal to 5% of the average
high and low market price on the relevant investment date. Purchases for the 2004 plan year were
made without a discount. Up to 125,000,000 shares of common stock have been authorized for issuance
under ESPP. The activity in ESPP during 2006, 2005, and 2004 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Available, beginning of year |
|
|
23,462,435 |
|
|
|
24,356,952 |
|
|
|
24,931,909 |
|
Purchased through plan |
|
|
(889,564 |
) |
|
|
(894,517 |
) |
|
|
(574,957 |
) |
|
Available, end of year |
|
|
22,572,871 |
|
|
|
23,462,435 |
|
|
|
24,356,952 |
|
|
The weighted-average fair value of ESPP stock purchase rights exercised by employees in 2006,
2005, and 2004 was $3.75, $2.67, and $3.95 per right, respectively.
Director Plans
Merrill Lynch provides stock-based compensation to its non-employee directors under the
Merrill Lynch & Co., Inc. Deferred Stock Unit Plan for Non-Employee Directors, which was approved
by shareholders in 2005 (New Directors Plan) and the Deferred Stock Unit and Stock Option Plan
for Non-Employee Directors (Old Directors Plan) which was adopted by the Board of Directors in
1996 and discontinued after stockholders approved the New Directors Plan. In 2005, shareholders
authorized Merrill Lynch to issue 500,000 shares under the New Directors Plan and also authorized
adding all shares that remained available for issuance under the Old Directors Plan to shares
available under the New Directors Plan for a total of approximately 1 million shares.
Under both plans, non-employee directors are to receive deferred stock units, payable in shares of
ML & Co. common stock after a deferral period of five years. Under the Old Directors Plan, 29,573
and 41,558 deferred stock units were outstanding at year-end 2006 and 2005, respectively. Under the
New Directors Plan, 55,735 and 34,306 deferred stock units remained outstanding at year-end 2006
and 2005, respectively.
Additionally, the Old Directors Plan provided for the grant of stock options which the New
Directors Plan eliminated. There were approximately 121,051 and 142,117 stock options outstanding
under the Old Directors Plan at year-end 2006 and 2005, respectively.
Book Value Plan
Merrill Lynch also has instruments representing the right to receive 1,143,000 shares under
Merrill Lynchs Investor Equity Purchase Plan (Book Value Plan). Issuances under the Book Value
Plan were discontinued in 1995 and no further shares are authorized for issuance.
Financial Advisor Capital Accumulation Award Plans (FACAAP)
Under FACAAP, eligible employees in GPC are granted awards generally based upon their prior
years performance. Payment for an award is contingent upon continued employment for a period of
time and is subject to forfeiture during that period. Awards granted in 2003 and thereafter are
generally payable eight years from the date of grant in a fixed number of shares of ML & Co. common
stock. For outstanding awards granted prior to 2003, payment is generally made ten years from the
date of grant in a fixed number of shares of ML & Co. common stock unless the fair market value of
such shares is less than a specified minimum value, in which case the minimum value is paid in
cash. Eligible participants may defer awards beyond the scheduled payment date. Only shares of
common stock held as treasury stock may be issued under FACAAP. FACAAP, which was approved by the
Board of Directors, has not been shareholder approved.
At December 29, 2006, shares subject to outstanding awards totaled 35,299,336 while 15,339,922
shares were available for issuance through future awards. The weighted-average fair value of awards
granted under FACAAP during 2006, 2005, and 2004 was $79.70, $59.92, and $57.73 per award,
respectively.
Other Compensation Arrangements
Merrill Lynch sponsors deferred compensation plans in which employees who meet certain
minimum compensation thresholds may participate on either a voluntary or mandatory basis.
Contributions to the plans are made on a tax-deferred basis by participants.
106
Participants returns on these contributions may be indexed to various mutual
funds and other funds, including certain company-sponsored investment vehicles that qualify as
employee securities companies.
Merrill Lynch also sponsors several cash-based employee award programs, under which certain
employees are eligible to receive future cash compensation, generally upon fulfillment of the
service and vesting criteria for the particular program.
When appropriate, Merrill Lynch maintains various assets as an economic hedge of its liabilities to
participants under the deferred compensation plans and award programs. These assets and the
payables accrued by Merrill Lynch under the various plans and grants are included on the
Consolidated Balance Sheets. Such assets totaled $2.5 billion at December 29, 2006 and December 30,
2005. Accrued liabilities at year-end 2006 and 2005 were $2.4 billion and $2.0
billion, respectively. Changes to deferred compensation liabilities and corresponding returns on
the assets that economically hedge these liabilities are recorded within compensation and benefits
expense on the Consolidated Statements of Earnings.
NOTE 15 Income Taxes
Income
tax provisions (benefits) on earnings from continuing operations consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
U.S. federal |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
$ |
1,533 |
|
|
$ |
979 |
|
|
$ |
820 |
|
Deferred |
|
|
386 |
|
|
|
256 |
|
|
|
169 |
|
U.S. state and local |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
274 |
|
|
|
50 |
|
|
|
73 |
|
Deferred |
|
|
(119 |
) |
|
|
(46 |
) |
|
|
(38 |
) |
Non-U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
1,432 |
|
|
|
817 |
|
|
|
464 |
|
Deferred |
|
|
(630 |
) |
|
|
14 |
|
|
|
(111 |
) |
|
Total income tax provision for continuing operations |
|
$ |
2,876 |
|
|
$ |
2,070 |
|
|
$ |
1,377 |
|
|
Income
tax provision for discontinued operations |
|
$ |
51 |
|
|
$ |
45 |
|
|
$ |
23 |
|
|
The corporate statutory U.S. federal tax rate was 35% for the three years presented. A
reconciliation of statutory U.S. federal income taxes to Merrill Lynchs income tax provisions for
earnings from continuing operations follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
U.S. federal income tax at statutory rate |
|
$ |
3,594 |
|
|
$ |
2,479 |
|
|
$ |
2,012 |
|
U.S. state and local income taxes, net of federal |
|
|
101 |
|
|
|
2 |
|
|
|
23 |
|
Non-U.S. operations |
|
|
(539 |
) |
|
|
(155 |
) |
|
|
(204 |
) |
Tax-exempt interest |
|
|
(163 |
) |
|
|
(175 |
) |
|
|
(160 |
) |
Dividends received deduction |
|
|
(49 |
) |
|
|
(53 |
) |
|
|
(35 |
) |
Valuation allowance(1) |
|
|
|
|
|
|
|
|
|
|
(281 |
) |
Other |
|
|
(68 |
) |
|
|
(28 |
) |
|
|
22 |
|
|
Income tax
expense for continuing operations |
|
$ |
2,876 |
|
|
$ |
2,070 |
|
|
$ |
1,377 |
|
|
Income
tax expense for discontinued operations |
|
$ |
51 |
|
|
$ |
45 |
|
|
$ |
23 |
|
|
|
|
|
|
|
|
(1) |
|
2004 amount reflects the reversal and utilization of the Japan valuation allowance. |
The 2006, 2005 and 2004 effective tax rates reflect net benefits (expenses) of $496 million,
$156 million, and $(33) million, respectively, related to changes in estimates for prior years, and
settlements with various tax authorities. The 2005 tax rate also included $97 million of tax
expense ($113 million tax expense recorded in the fourth quarter less $16 million tax benefit
recorded in the second quarter) associated with the foreign earnings repatriation of $1.8 billion.
107 Merrill Lynch 2006 Annual Report
Deferred income taxes are provided for the effects of temporary differences between the tax
basis of an asset or liability and its reported amount in the Consolidated Balance Sheets. These
temporary differences result in taxable or deductible amounts in future years. Details of Merrill
Lynchs deferred tax assets and liabilities follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation |
|
$ |
2,220 |
|
|
$ |
1,379 |
|
|
$ |
1,360 |
|
Stock options |
|
|
1,265 |
|
|
|
1,219 |
|
|
|
1,298 |
|
Valuation and other reserves |
|
|
941 |
|
|
|
991 |
|
|
|
986 |
|
Employee benefits and pension |
|
|
603 |
|
|
|
508 |
|
|
|
477 |
|
Foreign exchange translation |
|
|
289 |
|
|
|
352 |
|
|
|
285 |
|
Deferred interest |
|
|
149 |
|
|
|
240 |
|
|
|
250 |
|
Net operating loss carryforwards |
|
|
100 |
|
|
|
120 |
|
|
|
292 |
|
Restructuring related |
|
|
45 |
|
|
|
48 |
|
|
|
79 |
|
Other |
|
|
604 |
|
|
|
268 |
|
|
|
450 |
|
|
Gross deferred tax assets |
|
|
6,216 |
|
|
|
5,125 |
|
|
|
5,477 |
|
Valuation allowances |
|
|
(19 |
) |
|
|
(44 |
) |
|
|
(66 |
) |
|
Total deferred tax assets |
|
|
6,197 |
|
|
|
5,081 |
|
|
|
5,411 |
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
BlackRock investment |
|
|
1,186 |
|
|
|
|
|
|
|
|
|
Partnership activity |
|
|
264 |
|
|
|
(72 |
) |
|
|
(166 |
) |
Deferred income |
|
|
242 |
|
|
|
276 |
|
|
|
331 |
|
Interest and dividends |
|
|
186 |
|
|
|
221 |
|
|
|
85 |
|
Deferred acquisition costs |
|
|
163 |
|
|
|
157 |
|
|
|
181 |
|
Depreciation and amortization |
|
|
77 |
|
|
|
186 |
|
|
|
161 |
|
Goodwill |
|
|
8 |
|
|
|
539 |
|
|
|
613 |
|
Other |
|
|
99 |
|
|
|
199 |
|
|
|
380 |
|
|
Total deferred tax liabilities |
|
|
2,225 |
|
|
|
1,506 |
|
|
|
1,585 |
|
|
Net deferred tax assets |
|
$ |
3,972 |
|
|
$ |
3,575 |
|
|
$ |
3,826 |
|
|
At December 29, 2006, Merrill Lynch had U.S. net operating loss carryforwards of
approximately $1,261 million and non-U.S. net operating loss carryforwards of $36 million. The U.S.
amounts are primarily state carryforwards expiring in various years after 2006. Merrill Lynch also
had approximately $76 million of state tax credit carryforwards expiring in various years after
2006.
Merrill Lynch is under examination by the Internal Revenue Service (IRS) and other tax
authorities including Japan and the United Kingdom, 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, subject to the
resolution of the Japanese issue discussed below. As previously disclosed, there were carryback
claims from the years 2001 and 2002 which were under Joint Committee review. During the third
quarter of 2006, Merrill Lynch received notice that the Joint Committee had not taken exception and
the refund claims have now been received. As a result, Merrill Lynchs 2006 effective tax rate
reflects a $296 million reduction in the tax provision. IRS audits are also 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 Consolidated Financial Statements. In the second quarter of 2005,
Merrill Lynch paid a tax assessment from the Tokyo Regional Tax Bureau for the years 1998-2002. The
assessment reflected the Japanese tax authoritys view that certain income on which Merrill Lynch
previously paid income tax to other international jurisdictions, primarily the United States,
should have been allocated to Japan. Merrill Lynch has begun the process of obtaining clarification
from international authorities on the appropriate allocation of income among multiple jurisdictions
to prevent double taxation. Merrill Lynch regularly assesses the likelihood of additional
assessments in each of the tax jurisdictions resulting from these examinations. Tax reserves have
been established, which Merrill Lynch believes to be adequate in relation to the potential for
additional assessments. However, there is a reasonable possibility that additional amounts may be
incurred. The estimated additional possible amounts are no more than $120 million. Merrill Lynch
adjusts the level of reserves and the reasonably possible amount 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 Merrill Lynchs effective tax rate in the period in which it occurs.
Income tax benefits of $501 million, $317 million, and $248 million were allocated to stockholders
equity related to employee stock compensation transactions for 2006, 2005, and 2004, respectively.
Cumulative undistributed earnings of non-U.S. subsidiaries were approximately $9.8 billion at
December 29, 2006. No deferred U.S. federal income taxes have been provided for the undistributed
earnings to the extent that they are permanently reinvested in Merrill Lynchs non-U.S. operations.
It is not practical to determine the amount of additional tax that may be payable in the event
these earnings are repatriated.
108
NOTE 16 Regulatory Requirements and Dividend Restrictions
Effective January 1, 2005, Merrill Lynch became a Consolidated Supervised Entity (CSE) as
defined by the SEC. As a CSE, Merrill Lynch is subject to group-wide supervision, which requires
Merrill Lynch to compute allowable capital and risk allowances on a consolidated basis. Merrill
Lynch is in compliance with applicable CSE standards.
Certain U.S. and non-U.S. subsidiaries are subject to various securities, banking, and insurance
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. Merrill Lynchs principal regulated subsidiaries are discussed below.
Securities Regulation
As a registered broker-dealer and futures commission merchant, MLPF&S is subject to the net
capital requirements of Rule 15c3-1 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 $500
million. At December 29, 2006, MLPF&Ss regulatory net capital of $2,719 million was approximately
16.3% of ADI, and its regulatory net capital in excess of the minimum required was $2,213 million.
MLPF&S 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. MLPF&S
substantially exceeds both standards.
MLI, a U.K. regulated investment firm, is subject to capital requirements of the FSA. Financial
resources, as defined, must exceed the total financial resources requirement of the FSA. At
December 29, 2006, MLIs financial resources were $11,664 million, exceeding the minimum
requirement by $1,759 million.
MLGSI, a primary dealer in U.S. Government securities, is subject to the capital adequacy
requirements of the Government Securities Act of 1986. This rule requires dealers to maintain
liquid capital in excess of market and credit risk, as defined, by 20% (a 1.2-to-1 capital-to-risk
standard). At December 29, 2006, MLGSIs liquid capital of $1,644 million was 199.0% of its total
market and credit risk, and liquid capital in excess of the minimum required was $652 million.
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 December 29, 2006, MLJSs net capital was $1,369 million,
exceeding the minimum requirement by $714 million.
Banking Regulation
Merrill Lynch Bank USA (MLBUSA) is a Utah-chartered industrial bank, regulated by the
Federal Deposit Insurance Corporation (FDIC) and the State of Utah Department of Financial
Institutions (UTDFI). Merrill Lynch Bank & Trust Co., FSB (MLBT-FSB) is a full service thrift
institution regulated by the Office of Thrift Supervision (OTS), whose deposits are insured by
the FDIC. Both MLBUSA and MLBT-FSB are required to maintain capital levels that at least equal
minimum capital levels specified in federal banking laws and regulations. Failure to meet the
minimum levels will result in certain mandatory, and possibly additional discretionary, actions by
the regulators that, if undertaken, could have a direct material effect on the banks. The following
table illustrates the actual capital ratios and capital amounts for MLBUSA and MLBT-FSB as of
December 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MLBUSA |
|
|
MLBT-FSB |
|
|
|
Well Capitalized |
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
Minimum |
|
Actual Ratio |
|
|
Actual Amount |
|
|
Actual Ratio |
|
|
Actual Amount |
|
|
Tier 1 leverage |
|
|
5 |
% |
|
|
8.92 |
% |
|
$ |
5,524 |
|
|
|
7.18 |
% |
|
$ |
941 |
|
Tier 1 capital |
|
|
6 |
% |
|
|
9.24 |
|
|
|
5,524 |
|
|
|
8.35 |
|
|
|
941 |
|
Total capital |
|
|
10 |
% |
|
|
10.75 |
|
|
|
6,429 |
|
|
|
11.74 |
|
|
|
1,323 |
|
|
109 Merrill Lynch 2006 Annual Report
As a result of its ownership of MLBT-FSB, ML & Co. is registered with the OTS as a savings
and loan holding company (SLHC) and subject to regulation and examination by the OTS as a SLHC.
ML & Co. is classified as a unitary SLHC, and will continue to be so classified as long as it and
MLBT-FSB continue to comply with certain conditions. Unitary SLHCs are exempt from the material
restrictions imposed upon the activities of SLHCs that are not unitary SLHCs. SLHCs other than
unitary SLHCs are generally prohibited from engaging in activities other than conducting business
as a savings association, managing or controlling savings associations, providing services to
subsidiaries or engaging in activities permissible for bank holding companies. Should ML & Co. fail
to continue to qualify as a unitary SLHC, in order to continue its present businesses that would
not be permissible for a SLHC, ML & Co. could be required to divest control of MLBT-FSB.
In July 2006, Merrill Lynch Trust Company, FSB (MLTC-FSB) received approval from the OTS to
become a full service thrift institution as part of an internal reorganization of certain banking
businesses of Merrill Lynch. On August 5, 2006, Merrill Lynch Bank & Trust Co. (MLB&T), an
existing FDIC-insured depository institution, was merged into MLTC-FSB, and MLTC-FSB was renamed
Merrill Lynch Bank & Trust Co., FSB.
MLIB, an Ireland-based regulated bank, is subject to the capital requirements of the Financial
Regulator of Ireland. MLIB is required to meet minimum regulatory capital requirements under the
European Union (EU) banking law as implemented in Ireland by the Financial Regulator. At December
29, 2006, MLIBs capital ratio was above the minimum requirement at 11.06% and its financial
resources were $6,646 million, exceeding the minimum requirement by $1,840 million.
Prior to April 28, 2006, MLIB was an indirect subsidiary of Merrill Lynch International Finance
Corporation (MLIFC) and was subject to capital requirements imposed by the State of New York
Banking Department. Pursuant to an internal corporate reorganization, MLIFC is no longer an
indirect parent company of MLIB, and therefore MLIB is no longer subject to such capital
requirements.
On September 30, 2006, Merrill Lynch completed an internal reorganization of its international
banking structure, when the entire business of mlib (historic) (the UK entity previously known as
Merrill Lynch International Bank Limited, and authorized by the FSA) was transferred to MLIB after
obtaining all necessary regulatory approvals and pursuant to High Court Orders granted in London
and Singapore. The two entities were renamed as part of this reorganization. Following the
transfer, mlib (historic) has been deauthorized by the FSA and is therefore no longer subject to
any capital requirements imposed by the FSA.
Insurance Regulation
Merrill Lynchs insurance subsidiaries are subject to various regulatory restrictions and at
December 29, 2006, $664 million, representing 90% of the insurance subsidiaries net assets, was
available, but subject to regulatory approval, for distribution to Merrill Lynch.
Other
Approximately 60 other subsidiaries are subject to regulatory and other requirements of the
jurisdictions in which they operate.
With the exception of regulatory restrictions on subsidiaries abilities to pay dividends, there
are no restrictions on ML & Co.s present ability to pay dividends on common stock, other than ML &
Co.s obligation to make payments on its preferred stock and trust preferred securities, and the
governing provisions of the Delaware General Corporation Law.
NOTE 17 Subsequent Events
During the third quarter of 2006, Merrill Lynch announced an agreement to acquire the First
Franklin mortgage origination franchise and related servicing platform from National City
Corporation for $1.3 billion. First Franklin originates non-prime residential mortgage loans
through a wholesale network. The First Franklin acquisition was completed at the beginning of the
fiscal first quarter of 2007. The results of operations of First Franklin will be included in our
GMI segment.
On January 29, 2007, Merrill Lynch announced that it had entered into a definitive agreement with
First Republic to acquire all of the outstanding common shares of First Republic in exchange for a
combination of cash and stock for a total transaction value of $1.8 billion. First Republic is a
private banking and wealth management firm focused on high-net-worth individuals and their
businesses. The transaction is expected to close in or about the third quarter of 2007, pending
necessary regulatory and shareholder approvals. Following the closing, the results of operations of
First Republic will be included in our GWM segment.
NOTE
18 Discontinued Operations
On August 13, 2007, Merrill Lynch announced that it will form a strategic business
relationship with AEGON, N.V. (AEGON) in the areas of insurance and investment products. As part
of this relationship, Merrill Lynch has agreed to sell Merrill Lynch Life Insurance Company and ML
Life Insurance Company of New York (together Merrill Lynch Insurance Group or MLIG) to AEGON
for $1.3 billion. Merrill Lynch will continue to serve the insurance needs of its clients through
its core distribution and advisory capabilities. This transaction is expected to close by the end
of the fourth quarter of 2007, subject to regulatory approvals. Results for MLIG have been included
within discontinued operations for all periods presented and the assets and liabilities were not
considered material for separate presentation. The results of MLIG were formerly reported in the
Global Wealth Management business segment. Certain financial information included in discontinued
operations is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Total Net Revenues |
|
$ |
266 |
|
|
$ |
313 |
|
|
$ |
240 |
|
Earnings Before Income Taxes |
|
$ |
157 |
|
|
$ |
148 |
|
|
$ |
90 |
|
Income Taxes |
|
|
51 |
|
|
|
45 |
|
|
|
23 |
|
|
Net Earnings From Discontinued
Operations |
|
$ |
106 |
|
|
$ |
103 |
|
|
$ |
67 |
|
|
The following assets and liabilities related to the discontinued operations as of December 29,
2006 and December 30 2005:
|
|
|
|
|
|
|
|
|
|
|
Dec. 29, |
|
|
Dec. 30, |
|
(dollars in millions) |
|
2006 |
|
|
2005 |
|
|
Assets: |
|
|
|
|
|
|
|
|
Separate accounts assets |
|
$ |
12,312 |
|
|
$ |
11,883 |
|
Other assets |
|
|
3,497 |
|
|
|
3,688 |
|
|
Total Assets |
|
$ |
15,809 |
|
|
$ |
15,571 |
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Separate accounts liabilities |
|
$ |
12,312 |
|
|
$ |
11,883 |
|
Other Payables |
|
|
2,772 |
|
|
|
2,886 |
|
|
Total Liabilities |
|
$ |
15,084 |
|
|
$ |
14,769 |
|
|
110
Supplemental Financial Information (Unaudited)
Quarterly Information
The unaudited quarterly results of operations of Merrill Lynch for 2006 and 2005 are prepared
in conformity with U.S. generally accepted accounting principles, which include industry practices,
and reflect all adjustments that are, in the opinion of management, necessary for a fair
presentation of the results of operations for the periods presented. Results of any interim period
are not necessarily indicative of results for a full year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended |
|
(dollars in millions, |
|
Dec. 29, |
|
|
Sept. 29, |
|
|
June 30, |
|
|
Mar. 31, |
|
|
Dec. 30, |
|
|
Sept. 30, |
|
|
July 1, |
|
|
Apr. 1, |
|
except per share amounts) |
|
2006 |
|
|
2006 |
(1) |
|
2006 |
|
|
2006 |
(2) |
|
2005 |
|
|
2005 |
|
|
2005 |
|
|
2005 |
|
|
Total Revenues |
|
$ |
18,866 |
|
|
$ |
19,257 |
|
|
$ |
16,615 |
|
|
$ |
15,477 |
|
|
$ |
13,365 |
|
|
$ |
12,292 |
|
|
$ |
11,236 |
|
|
$ |
10,476 |
|
Interest Expense |
|
|
10,322 |
|
|
|
9,424 |
|
|
|
8,506 |
|
|
|
7,570 |
|
|
|
6,692 |
|
|
|
5,689 |
|
|
|
4,977 |
|
|
|
4,302 |
|
|
Net Revenues |
|
|
8,544 |
|
|
|
9,833 |
|
|
|
8,109 |
|
|
|
7,907 |
|
|
|
6,673 |
|
|
|
6,603 |
|
|
|
6,259 |
|
|
|
6,174 |
|
Non-Interest Expenses |
|
|
5,242 |
|
|
|
5,743 |
|
|
|
5,793 |
|
|
|
7,346 |
|
|
|
4,689 |
|
|
|
4,710 |
|
|
|
4,690 |
|
|
|
4,537 |
|
|
Earnings From Continuing Operations
Before Income Taxes |
|
|
3,302 |
|
|
|
4,090 |
|
|
|
2,316 |
|
|
|
561 |
|
|
|
1,984 |
|
|
|
1,893 |
|
|
|
1,569 |
|
|
|
1,637 |
|
Income Tax Expense |
|
|
993 |
|
|
|
1,071 |
|
|
|
698 |
|
|
|
114 |
|
|
|
621 |
|
|
|
546 |
|
|
|
456 |
|
|
|
447 |
|
|
Net Earnings from continuing operations |
|
$ |
2,309 |
|
|
$ |
3,019 |
|
|
$ |
1,618 |
|
|
$ |
447 |
|
|
$ |
1,363 |
|
|
$ |
1,347 |
|
|
$ |
1,113 |
|
|
$ |
1,190 |
|
|
Earnings From Discontinued Operations
Before Income Taxes |
|
$ |
54 |
|
|
$ |
38 |
|
|
$ |
33 |
|
|
$ |
32 |
|
|
$ |
47 |
|
|
$ |
43 |
|
|
$ |
26 |
|
|
$ |
32 |
|
Income Tax Expense |
|
|
17 |
|
|
|
12 |
|
|
|
18 |
|
|
|
4 |
|
|
|
17 |
|
|
|
14 |
|
|
|
4 |
|
|
|
10 |
|
|
Net Earnings from discontinued operations |
|
$ |
37 |
|
|
$ |
26 |
|
|
$ |
15 |
|
|
$ |
28 |
|
|
$ |
30 |
|
|
$ |
29 |
|
|
$ |
22 |
|
|
$ |
22 |
|
|
Net Earnings |
|
$ |
2,346 |
|
|
$ |
3,045 |
|
|
$ |
1,633 |
|
|
$ |
475 |
|
|
$ |
1,393 |
|
|
$ |
1,376 |
|
|
$ |
1,135 |
|
|
$ |
1,212 |
|
|
Earnings Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Common Share
From Continuing
Operations |
|
$ |
2.67 |
|
|
$ |
3.47 |
|
|
$ |
1.77 |
|
|
$ |
0.46 |
|
|
$ |
1.52 |
|
|
$ |
1.51 |
|
|
$ |
1.22 |
|
|
$ |
1.31 |
|
Basic Earnings Per Common Share
From Discontinued
Operations |
|
|
0.04 |
|
|
|
0.03 |
|
|
|
0.02 |
|
|
|
0.03 |
|
|
|
0.04 |
|
|
|
0.03 |
|
|
|
0.03 |
|
|
|
0.02 |
|
|
Basic Earnings Per Common Share |
|
$ |
2.71 |
|
|
$ |
3.50 |
|
|
$ |
1.79 |
|
|
$ |
0.49 |
|
|
$ |
1.56 |
|
|
$ |
1.54 |
|
|
$ |
1.25 |
|
|
$ |
1.33 |
|
|
Diluted Earnings Per Common
Share From Continuing
Operations |
|
$ |
2.37 |
|
|
$ |
3.14 |
|
|
$ |
1.62 |
|
|
$ |
0.41 |
|
|
$ |
1.38 |
|
|
$ |
1.37 |
|
|
$ |
1.12 |
|
|
$ |
1.19 |
|
Diluted Earnings Per Common
Share From Discontinued
Operations |
|
|
0.04 |
|
|
|
0.03 |
|
|
|
0.01 |
|
|
|
0.03 |
|
|
|
0.03 |
|
|
|
0.03 |
|
|
|
0.02 |
|
|
|
0.02 |
|
|
Diluted Earnings Per Common Share |
|
$ |
2.41 |
|
|
$ |
3.17 |
|
|
$ |
1.63 |
|
|
$ |
0.44 |
|
|
$ |
1.41 |
|
|
$ |
1.40 |
|
|
$ |
1.14 |
|
|
$ |
1.21 |
|
|
|
|
|
(1) |
|
Amounts include $2.0 billion of net revenues, $202 million of non-interest expenses and
$662 million of income tax expense, associated with the BlackRock merger. |
(2) |
|
Reflects one-time expenses related to the adoption of SFAS 123R of $1.8 billion in non-interest
expenses and a $582 million income tax benefit. |
The principal market on which ML & Co. common stock is traded is the New York Stock Exchange.
ML & Co. common stock also is listed on the Chicago Stock Exchange, the London Stock Exchange and
the Tokyo Stock Exchange. Information relating to the high and low sales prices per share for each
full quarterly period within the two most recent fiscal years, the approximate number of holders of
record of common stock, and the frequency and amount of cash dividends declared for the two most
recent fiscal years is below.
Dividends Per Common Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(declared and paid) |
|
1st Quarter |
|
|
2nd Quarter |
|
|
3rd Quarter |
|
|
4th Quarter |
|
|
2006 |
|
$ |
.25 |
|
|
$ |
.25 |
|
|
$ |
.25 |
|
|
$ |
.25 |
|
2005 |
|
$ |
.16 |
|
|
$ |
.20 |
|
|
$ |
.20 |
|
|
$ |
.20 |
|
|
With the exception of regulatory restrictions on subsidiaries abilities to pay dividends,
there are no restrictions on ML & Co.s present ability to pay dividends on common stock, other
than ML & Co.s obligation to make payments on its preferred stock, trust preferred securities, and
the governing provisions of Delaware General Corporation Law. Certain subsidiaries ability to
declare dividends may also be limited. See Note 16 to the Consolidated Financial Statements.
Stockholder Information
Consolidated Transaction Reporting System prices for ML & Co. common stock for the specified
calendar quarters are noted below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st Quarter |
|
|
2nd Quarter |
|
|
3rd Quarter |
|
|
4th Quarter |
|
(at calendar period-end) |
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
2006 |
|
$ |
78.82 |
|
|
$ |
67.95 |
|
|
$ |
80.33 |
|
|
$ |
65.41 |
|
|
$ |
79.09 |
|
|
$ |
67.49 |
|
|
$ |
93.56 |
|
|
$ |
78.44 |
|
2005 |
|
$ |
61.99 |
|
|
$ |
56.01 |
|
|
$ |
57.50 |
|
|
$ |
52.00 |
|
|
$ |
61.67 |
|
|
$ |
54.36 |
|
|
$ |
69.34 |
|
|
$ |
58.64 |
|
|
The approximate number of holders of record of ML & Co. common stock as of February 16, 2007
was 22,741. As of February 16, 2007, the closing price of ML & Co. common stock as reported on the
New York Stock Exchange was $92.79.
111 Merrill Lynch 2006 Annual Report