Exhibit 99.8
MERRILL LYNCH & CO., INC.
INDEX TO FINANCIAL STATEMENT SCHEDULE
Page Reference
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Financial Statement Schedule |
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Schedule I Condensed Financial Information of Registrant
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F-2 to F-9 |
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Condensed Statements of (Loss)/Earnings and Comprehensive (Loss)/ Income
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F-2 |
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Condensed Balance Sheets
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F-3 |
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Condensed Statements of Cash Flows
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F-4 |
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Notes to Condensed Financial Statements
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F-5 to F-8 |
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Report of Independent Registered Public Accounting Firm
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F-9 |
F-1
Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
MERRILL LYNCH & CO., INC.
(Parent Company Only)
CONDENSED STATEMENTS OF (LOSS)/EARNINGS AND COMPREHENSIVE (LOSS)/INCOME
(dollars in millions)
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Year Ended Last Friday in December |
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2007 |
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2006 |
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2005 |
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(52 weeks) |
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(52 weeks) |
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(52 weeks) |
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REVENUES |
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Management service fees (from affiliates) |
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$ |
815 |
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$ |
324 |
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$ |
323 |
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Principal transactions |
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|
556 |
|
|
|
|
|
|
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(1 |
) |
Earnings from equity method investments |
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|
255 |
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|
74 |
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|
33 |
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Other |
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(259 |
) |
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(154 |
) |
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9 |
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1,367 |
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244 |
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|
364 |
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Interest revenue |
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9,467 |
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6,381 |
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4,197 |
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Less interest expense |
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8,399 |
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6,322 |
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4,205 |
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Net interest profit/(loss) |
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1,068 |
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59 |
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(8 |
) |
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Gain on merger |
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422 |
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Revenues, Net of Interest Expense |
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2,435 |
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|
725 |
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|
356 |
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NON-INTEREST EXPENSES |
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Compensation and benefits |
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407 |
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|
648 |
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360 |
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Professional fees |
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237 |
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190 |
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147 |
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Communications and technology |
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63 |
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66 |
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89 |
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Occupancy and related depreciation |
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41 |
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42 |
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40 |
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Other |
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85 |
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169 |
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153 |
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Total Non-Interest Expenses |
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833 |
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1,115 |
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|
789 |
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INCOME/(LOSS) BEFORE INCOME TAX BENEFIT |
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1,602 |
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(390 |
) |
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(433 |
) |
Income Tax (Expense) Benefit |
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(311 |
) |
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|
767 |
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|
369 |
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EQUITY IN (LOSS)/EARNINGS OF AFFILIATES,
NET OF TAX |
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(9,068 |
) |
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7,122 |
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5,180 |
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NET (LOSS)/EARNINGS |
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(7,777 |
) |
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7,499 |
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5,116 |
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OTHER COMPREHENSIVE LOSS, NET OF TAX |
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(1,179 |
) |
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(5 |
) |
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(363 |
) |
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COMPREHENSIVE (LOSS)/INCOME |
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$ |
(8,956 |
) |
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$ |
7,494 |
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$ |
4,753 |
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PREFERRED STOCK DIVIDEND |
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$ |
270 |
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$ |
188 |
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$ |
70 |
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NET (LOSS)/EARNINGS APPLICABLE TO COMMON
STOCKHOLDERS |
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$ |
(8,047 |
) |
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$ |
7,311 |
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$ |
5,046 |
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See Notes to Condensed Financial Statements.
F-2
Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
MERRILL LYNCH & CO., INC.
(Parent Company Only)
CONDENSED BALANCE SHEETS
(dollars in millions, except per share amounts)
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December 28, |
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December 29, |
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2007 |
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2006 |
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ASSETS
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Cash and cash equivalents |
|
$ |
8,993 |
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$ |
6,236 |
|
Cash and securities segregated for regulatory purposes or
deposited with clearing organizations |
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|
461 |
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Receivables under resale agreements |
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|
38,727 |
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|
6,936 |
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Investment
securities (includes securities pledged as collateral of $17,342 in 2007 and $5,774 in 2006) |
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22,185 |
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20,230 |
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Advances to affiliates |
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Senior advances |
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124,443 |
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116,391 |
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Subordinated loans and preferred securities |
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48,078 |
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17,753 |
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172,521 |
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134,144 |
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Investments in affiliates |
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26,416 |
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|
35,269 |
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Equipment and facilities (net of accumulated depreciation
and amortization of $195 in 2007 and $208 in 2006) |
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|
64 |
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|
74 |
|
Other receivables and assets |
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|
1,772 |
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|
1,017 |
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TOTAL ASSETS |
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$ |
271,139 |
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$ |
203,906 |
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LIABILITIES AND STOCKHOLDERS EQUITY
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LIABILITIES |
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Payables under repurchase agreements |
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$ |
16,997 |
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$ |
5,471 |
|
Short-term borrowings |
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|
13,222 |
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|
4,281 |
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Payables to affiliates |
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|
6,615 |
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|
4,187 |
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Other liabilities and accrued interest payable |
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|
5,755 |
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|
3,850 |
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Long-term
borrowings (includes $45,462 measured at fair value in 2007 in
accordance with SFAS No. 159) |
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|
196,618 |
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|
147,079 |
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Total Liabilities |
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239,207 |
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164,868 |
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COMMITMENTS AND CONTINGENCIES |
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STOCKHOLDERS EQUITY |
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Preferred Stockholders Equity (liquidation preference of
$30,000 per share; issued: 2007 155,000 shares; 2006
105,000 shares; liquidation preference of $1,000 per share;
issued: 2007 115,000 shares) |
|
|
4,383 |
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|
3,145 |
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Common Stockholders Equity |
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Shares exchangeable into common stock |
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|
39 |
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|
39 |
|
Common stock (par value $1.33 1/3 per share;
authorized: 3,000,000,000 shares; issued: 2007
1,354,309,819 shares; 2006 1,215,381,006 shares) |
|
|
1,805 |
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|
|
1,620 |
|
Paid-in capital |
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|
27,163 |
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|
18,919 |
|
Accumulated other comprehensive loss (net of tax) |
|
|
(1,791 |
) |
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|
(784 |
) |
Retained earnings |
|
|
23,737 |
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|
33,217 |
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|
|
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|
50,953 |
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|
53,011 |
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Less: Treasury stock, at cost (2007 418,270,289
shares; 2006 350,697,271 shares) |
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|
23,404 |
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|
17,118 |
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Total Common Stockholders Equity |
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|
27,549 |
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|
35,893 |
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Total Stockholders Equity |
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|
31,932 |
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|
39,038 |
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
|
$ |
271,139 |
|
|
$ |
203,906 |
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|
|
|
|
|
|
|
See Notes to Condensed Financial Statements.
F-3
Schedule I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
MERRILL LYNCH & CO., INC.
(Parent Company Only)
CONDENSED STATEMENTS OF CASH FLOWS
(dollars in millions)
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Year Ended Last Friday in December |
|
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|
2007 |
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|
2006 |
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|
2005 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
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|
Net (loss)/earnings |
|
$ |
(7,777 |
) |
|
$ |
7,499 |
|
|
$ |
5,116 |
|
Adjustments to reconcile net (loss)/earnings to cash used
for operating activities: |
|
|
|
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|
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Gain on merger |
|
|
|
|
|
|
(422 |
) |
|
|
|
|
Equity in loss/(earnings) of affiliates |
|
|
9,068 |
|
|
|
(7,122 |
) |
|
|
(5,180 |
) |
Depreciation and amortization |
|
|
15 |
|
|
|
13 |
|
|
|
15 |
|
Share-based compensation expense |
|
|
350 |
|
|
|
202 |
|
|
|
54 |
|
Defersred taxes |
|
|
490 |
|
|
|
670 |
|
|
|
101 |
|
Earnings in equity method investments |
|
|
(228 |
) |
|
|
(40 |
) |
|
|
(33 |
) |
Amortization of (discount)/premium |
|
|
(543 |
) |
|
|
(159 |
) |
|
|
40 |
|
Other |
|
|
214 |
|
|
|
(22 |
) |
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|
214 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
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Cash and securities segregated |
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|
(461 |
) |
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|
285 |
|
|
|
|
|
Receivables under resale agreements |
|
|
(31,791 |
) |
|
|
(2,394 |
) |
|
|
(1,195 |
) |
Payables under repurchase agreements |
|
|
11,527 |
|
|
|
(5,689 |
) |
|
|
628 |
|
Dividends and partnerships distributions from affiliates |
|
|
7,079 |
|
|
|
2,796 |
|
|
|
5,033 |
|
Trading
investment securities |
|
|
4,688 |
|
|
|
|
|
|
|
|
|
Other, net |
|
|
7,383 |
|
|
|
(338 |
) |
|
|
(2,400 |
) |
|
|
|
|
|
|
|
|
|
|
Cash provided by (used for) operating activities |
|
|
14 |
|
|
|
(4,721 |
) |
|
|
2,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
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|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Advances to affiliates |
|
|
(35,948 |
) |
|
|
(30,134 |
) |
|
|
(11,519 |
) |
Maturities of available-for-sale securities |
|
|
3,023 |
|
|
|
3,690 |
|
|
|
7,998 |
|
Sales of available-for-sale securities |
|
|
407 |
|
|
|
9,202 |
|
|
|
4,837 |
|
Purchases of available-for-sale securities |
|
|
(10,125 |
) |
|
|
(3,037 |
) |
|
|
(18,849 |
) |
Non-qualifying investments |
|
|
83 |
|
|
|
268 |
|
|
|
1,383 |
|
Investments in affiliates |
|
|
(5,072 |
) |
|
|
(829 |
) |
|
|
1,408 |
|
Acquisitions, net of cash |
|
|
(2,045 |
) |
|
|
|
|
|
|
|
|
Equipment
and facilities, net |
|
|
(6 |
) |
|
|
(27 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
Cash used for investing activities |
|
|
(49,683 |
) |
|
|
(20,867 |
) |
|
|
(14,752 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from (payments for): |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term borrowings |
|
|
8,940 |
|
|
|
2,367 |
|
|
|
(146 |
) |
Issuance and resale of long-term borrowings |
|
|
93,648 |
|
|
|
57,699 |
|
|
|
40,671 |
|
Settlement and repurchase of long-term borrowings |
|
|
(49,950 |
) |
|
|
(24,502 |
) |
|
|
(28,825 |
) |
Issuance of common stock |
|
|
4,787 |
|
|
|
1,838 |
|
|
|
858 |
|
Issuance of preferred stock, net |
|
|
1,123 |
|
|
|
472 |
|
|
|
2,043 |
|
Common stock repurchases |
|
|
(5,272 |
) |
|
|
(9,088 |
) |
|
|
(3,700 |
) |
Other common stock transactions |
|
|
(60 |
) |
|
|
539 |
|
|
|
(80 |
) |
Excess tax benefits related to stock-based compensation |
|
|
715 |
|
|
|
531 |
|
|
|
|
|
Dividends |
|
|
(1,505 |
) |
|
|
(1,106 |
) |
|
|
(777 |
) |
|
|
|
|
|
|
|
|
|
|
Cash provided by financing activities |
|
|
52,426 |
|
|
|
28,750 |
|
|
|
10,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and cash equivalents |
|
|
2,757 |
|
|
|
3,162 |
|
|
|
(2,315 |
) |
Cash and cash equivalents, beginning of year |
|
|
6,236 |
|
|
|
3,074 |
|
|
|
5,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
$ |
8,993 |
|
|
$ |
6,236 |
|
|
$ |
3,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
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|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
$ |
269 |
|
|
$ |
1,237 |
|
|
$ |
626 |
|
Interest |
|
|
11,043 |
|
|
|
6,413 |
|
|
|
3,560 |
|
Non-cash investing and financing activities:
The investment recorded in connection with the merger of the MLIM business with BlackRock totaled
$5.1 billion
See Notes to Condensed Financial Statements.
F-4
NOTES TO CONDENSED FINANCIAL STATEMENTS (PARENT COMPANY ONLY)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The condensed financial statements of Merrill Lynch & Co., Inc. (ML & Co. or the Parent
Company) should be read in conjunction with the Consolidated Financial Statements of Merrill Lynch
& Co., Inc. and subsidiaries (collectively, Merrill Lynch) and the Notes thereto in the ML & Co.
Annual Report on Form 10-K for the fiscal year ended December 28, 2007 (the Annual Report).
The Parent Company condensed financial statements are presented in accordance with U.S. Generally
Accepted Accounting Principles, which include industry practices.
NEW ACCOUNTING PRONOUNCEMENTS
In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 159, which 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. Changes in fair value for assets and liabilities for
which the election is made will be 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.
Merrill Lynch early adopted SFAS No. 159 in the first quarter of 2007. In connection with this
adoption management reviewed its treasury liquidity portfolio and determined that we should
decrease our economic exposure to interest rate risk by eliminating long-term rate assets from the
portfolio and replacing them with floating rate assets. The fixed rate assets had been classified
as available-for-sale and the unrealized losses related to such assets had been recorded in
accumulated other comprehensive loss. As a result of the adoption of SFAS No. 159, the loss
related to these assets was removed from accumulated other comprehensive loss and a loss of
approximately $185 million, net of tax, primarily related to these assets, was recorded as a
cumulative-effect adjustment to beginning retained earnings, with no material impact to total
stockholders equity.
In September 2006, the FASB issued SFAS No. 157. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value, establishes a fair value hierarchy based on quality of inputs
used to measure fair value and enhances disclosure about fair value measurements. SFAS No. 157
nullifies the guidance provided by Emerging Issues Task Force (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. 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 adoption. Merrill Lynch early adopted SFAS No. 157 in the first
quarter of 2007. The cumulative-effect adjustment to beginning retained earnings was an increase
of approximately $53 million, net of tax, primarily representing the difference between the
carrying amounts and fair value of derivative contracts valued using the guidance in EITF 02-3.
The impact of adopting SFAS No. 157 was not material to our Condensed Statement of (Loss)/Earnings.
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 recognition and measurement of a
tax position taken or expected to be taken in a tax return. We adopted FIN 48 in the first quarter
of 2007. The impact of the adoption of FIN 48 resulted in a decrease to beginning retained
earnings and an increase to the liability for unrecognized tax benefits of approximately $66
million.
ACCOUNTING POLICIES
Principal Transactions
Merrill Lynch elected the fair value option for certain long-term
borrowings that are risk managed on a fair value basis, including
structured notes, and for which hedge accounting under FAS 133 had
been difficult to obtain. The changes in fair value of liabilities for
which the fair value option was elected that was attributable to
changes in Merrill Lynch credit spreads and related interest expense
are recorded in Principal Transaction revenue. Changes in Merrill
Lynch specific credit risk is derived by isolating fair value changes
due to changes in Merrill Lynchs credit spreads as observed in the
secondary cash market.
Investments
Investments in affiliates are accounted for in accordance with the equity method.
F-5
Derivatives
The Parent Company hedges certain risks arising from long-term borrowing payment obligations and
investments in and loans to foreign subsidiaries. See Note 9 and the Derivatives section of Note
1 to the Consolidated Financial Statements in the Annual Report, respectively, for additional
information on these hedges.
NOTE 2. SECURITIES FINANCING TRANSACTIONS
ML & Co. enters into secured borrowing and lending transactions as a part of its normal operating
activities. Under these transactions, ML & Co. will enter into repurchase or resale agreements.
Receivables under resale agreements include $25.2 billion and $6.1 billion in resale agreements
with affiliates for December 28, 2007 and December 29, 2006, respectively. Payables under
repurchase agreements include $10.9 billion and $5.1 billion with affiliates for December 28, 2007
and December 29, 2006, respectively.
NOTE 3. ADVANCES TO AFFILIATES
The Parent Company provides funding to subsidiaries in the form of senior advances, subordinated
loans, preferred securities and equity.
Senior advances are provided to regulated and unregulated subsidiaries and have an average maturity
of less than one year.
Subordinated loans are provided to regulated subsidiaries and qualify as regulatory capital.
Subordinated loans are supported by Parent Company long-term capital. Subordinated loans total
$26.4 billion and $13.5 billion at December 28, 2007 and December 29, 2006, respectively, and have
an average maturity of approximately 2 years, with maturities on individual loans ranging from 1 to
8 years at December 28, 2007 and 1 to 9 years at December 29, 2006 (see Note 15 to the Consolidated
Financial Statements in the Annual Report for further information).
Preferred securities represent $21.7 billion in Mandatory Redeemable Preferred Stock issued to ML &
Co. by unregulated consolidated Merrill Lynch subsidiaries. Approximately $4.0 billion in preferred
stock must be redeemed by December 15, 2029, approximately $.5 billion must be redeemed by December
15, 2030, and approximately $15.8 billion must be redeemed by December 15, 2033. The remaining
$1.4 billion in preferred stock is redeemable at any time at the option of either ML & Co. or the
issuing subsidiary.
NOTE 4. LONG-TERM BORROWINGS
Long-term borrowings, including adjustments for the effects of fair value hedges and various
equity-linked or other indexed instruments, and long-term debt related to trust preferred
securities at December 28, 2007, mature as follows:
|
|
|
|
|
|
|
|
|
(dollars in millions) |
|
|
2008 |
|
$ |
48,121 |
|
|
|
25 |
% |
2009 |
|
|
29,454 |
|
|
|
15 |
|
2010 |
|
|
16,443 |
|
|
|
8 |
|
2011 |
|
|
17,435 |
|
|
|
9 |
|
2012 |
|
|
20,365 |
|
|
|
10 |
|
2013 and thereafter |
|
|
64,800 |
|
|
|
33 |
|
|
|
|
|
|
|
|
Total |
|
$ |
196,618 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term borrowings includes $1,148 million and $684 million of borrowings purchased by affiliates
in the secondary markets as of December 28, 2007 and December 29, 2006, respectively.
F-6
Borrowing Facilities
ML & Co. maintains a $5 billion credit facility in the form of a committed repurchase agreement
with Merrill Lynch Bank USA. Assets eligible for repurchase under the terms of the repurchase
agreement include securities issued by the U.S. Treasury, Federal National Mortgage Association,
Government National Mortgage Association and Federal Home Loan Mortgage Corporation. This facility
renews annually.
(See Note 9 to the Consolidated Financial Statements in the Annual Report for further information.)
NOTE 5. COMMITMENTS, CONTINGENCIES AND GUARANTEES
LITIGATION
ML & Co. has been named as a defendant in various legal actions, including arbitrations, class
actions, and other litigation arising in connection with its activities as a global diversified
financial services institution.
Some of the legal actions include claims for substantial compensatory and/or punitive damages or
claims for indeterminate amounts of damages. In some cases, the issuers that would otherwise be the
primary defendants in such cases are bankrupt or otherwise in financial distress. ML & Co. is also
involved in investigations and/or proceedings by governmental and self-regulatory agencies.
ML & Co. believes it has strong defenses to, and where appropriate, will vigorously contest,
many of these matters. Given the number of these matters, some are likely to result in adverse
judgments, penalties, injunctions, fines, or other relief. ML & Co. may explore potential
settlements before a case is taken through trial because of the uncertainty, risks, and costs
inherent in the litigation process. In accordance with SFAS No. 5, Accounting for Contingencies, ML
& Co. will accrue a liability when it is probable that a liability has been incurred and the amount
of the loss can be reasonably estimated. In many lawsuits and arbitrations, including almost all of
the class action lawsuits, it is not possible to determine whether a liability has been incurred or
to estimate the ultimate or minimum amount of that liability until the
case is close to resolution, in which case no accrual is made until that time. In view of the
inherent difficulty of predicting the outcome of such matters, particularly in cases in which
claimants seek substantial or indeterminate damages, ML & Co. cannot predict what the eventual
loss or range of loss related to such matters will be. ML & Co. continues to assess these cases and
believes, based on information available to it, that the resolution of these matters will not have
a material adverse effect on the financial condition of ML & Co. as set forth in the Condensed
Financial Statements, but may be material to ML & Co.s operating results or cash flows for any
particular period and may impact ML & Co.s credit ratings.
INCOME TAXES
ML & Co. is under examination by the Internal Revenue Service (IRS) and states in which Merrill
Lynch has significant business operations, such as New York. The tax years under examination vary
by jurisdiction. The IRS audits are in progress for the tax years
2004-2006. New York State and New York City audits are in progress
for the years 2002-2006.
During 2007, ML & Co. adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement No. 109 (FIN 48). ML & Co. believes that the estimate
of the level of unrecognized tax benefits is in accordance with FIN 48 and is appropriate in
relation to the potential for additional assessments. ML & Co. adjusts the level of unrecognized
tax benefits when there is more information available, or when an event occurs requiring a change.
The reassessment of unrecognized tax benefits could have a material
impact on ML & Co.'s effective tax
rate in the period in which it occurs.
F-7
DERIVATIVE CONTRACTS
In the normal course of business, ML & Co. guarantees certain of its subsidiaries obligations
under derivative contracts. The total liability balance for derivatives on these subsidiaries,
after the effect of netting pursuant to enforceable netting agreements, was approximately $71.3
billion and $36.3 billion at December 28, 2007 and December 29, 2006, respectively. This
represents the current fair value of the subsidiaries obligations. 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. Under FASB Interpretation No. 45, Guarantors
Accounting and Disclosure Requirements for Guarantees, ML & Co. is not subject to the initial
recognition and measurement provisions for its exposure to guarantees of its subsidiaries
obligations. ML & Co. records all derivative transactions at fair value on its Condensed Balance
Sheets (see the Derivatives section of Note 1 to the Consolidated Financial Statements in the
Annual Report for discussion of risk management of derivatives).
OTHER COMMITMENTS
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. ML & Co. has entered into guarantees with the limited
partnership, whereby if Merrll 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 ML & Co. 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 ML & Co. as a result of this residual value guarantee is approximately $322 million as of
December 28, 2007 and December 29, 2006. As of December 28, 2007 and December 29, 2006, the
carrying value of the liability on the Condensed Balance Sheets is $13 million and $17 million,
respectively. ML & Co.s residual value guarantee does not comprise more than half of the limited
partnerships assets. (See Note 11 to the Consolidated Financial Statements in the Annual Report
for further information.)
BORROWINGS
ML & Co. guarantees certain senior debt instruments and structured notes issued by subsidiaries,
which totaled $46.3 billion and $35.0 billion in 2007 and 2006, respectively. ML & Co. also
guarantees, 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.
(see Note 9 to the Consolidated Financial Statements in the Annual Report for further information).
F-8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Merrill Lynch & Co., Inc.:
We have audited the consolidated financial statements of Merrill Lynch & Co., Inc. and
subsidiaries (Merrill Lynch) as of December 28, 2007 and December 29, 2006, and for each of the
three years in the period ended December 28, 2007, and the
effectiveness of Merrill Lynchs internal control over financial reporting as of December 28, 2007,
and have issued our reports thereon dated February 25, 2008 (which reports express unqualified
opinions, include an explanatory paragraph regarding the changes in
accounting methods in 2007 relating to the adoption of Statement of
Financial Accounting Standards No. 157, Fair Value Measurement, Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115, and FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109, and in 2006 for
share-based payments to conform to Statement of Financial Accounting Standards No. 123 (revised
2004), Share-Based Payment, and include an explanatory
paragraph relating to the restatement discussed in Note 20 to the consolidated financial statements); such consolidated financial statements and reports are included in
this 2007 Annual Report on Form 10-K. Our audits also included the financial statement schedule of
Merrill Lynch & Co., Inc., listed on Exhibit 99.8 which is included in and incorporated by
reference in this 2007 Annual Report on Form 10-K. This financial statement schedule is the
responsibility of Merrill Lynchs management. Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.
/s/ Deloitte & Touche LLP
New York, New York
February 25, 2008
F-9