Bank of America Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Employee Benefit Plans

Employee Benefit Plans

12 Months Ended

Dec. 31, 2012

Pension and Other Postretirement Benefit Expense [Abstract]



Note 15.	Employee Benefit Plans

Merrill Lynch provides pension and other postretirement benefits to its employees worldwide through sponsorship of defined contribution pension, defined benefit pension and other postretirement plans. These plans vary based on the country and local practices.

The Bank of America Corporation Corporate Benefits Committee has overall responsibility for the administration of all of Merrill Lynch's employee benefit plans. Merrill Lynch continues as the plan sponsor.

Bank of America maintains certain qualified defined benefit and defined contribution plans covering eligible employees. Eligible Merrill Lynch employees newly hired on or after January 1, 2010 participate in the Bank of America plans with certain exceptions. In connection with a redesign of its retirement plans, Bank of America amended its qualified defined benefit plans to freeze benefits earned effective June 30, 2012. Bank of America will continue to offer retirement benefits through its defined contribution plans. Employees of certain non-U.S. subsidiaries continue to participate in the various local plans.

Merrill Lynch accounts for its defined benefit pension plans and postretirement benefit plans in accordance with ASC 715-20-50, Compensation-Retirement Benefits, Defined Benefit Plans-General (“Defined Benefit Plan Accounting”). Postemployment benefits are accounted for in accordance with ASC 712, Compensation-Nonretirement Postemployment Benefits.

Defined Benefit Plan Accounting requires the recognition of a plan's overfunded or underfunded status as an asset or liability, measured as the difference between the fair value of plan assets and the benefit obligation, with an offsetting adjustment to accumulated other comprehensive (loss) income. Defined Benefit Plan Accounting also requires the determination of the fair values of a plan's assets at a company's year-end and recognition of actuarial gains and losses, prior service costs or credits, and transition assets and obligations as a component of accumulated other comprehensive (loss) income.

Defined Contribution Pension Plans

Merrill Lynch sponsors U.S. defined contribution pension plans previously consisting of the Retirement Accumulation Plan (“RAP”), the Employee Stock Ownership Plan (“ESOP”), and the 401(k) Savings & Investment Plan (“SIP”). During 2012 these plans were merged, with the SIP being the successor plan. The Merrill Lynch SIP is closed to new participants with certain exceptions. Beginning July 1, 2012, an additional annual company contribution was made to the SIP and certain of the Bank of America defined contribution plans. Merrill Lynch also receives an allocation of the cost of benefits for employees participating in Bank of America defined contribution plans as described above. Merrill Lynch also has various non-U.S. defined contribution pension plans. The costs of benefits under the U.S. and non-U.S. plans are expensed during the related service period.

Merrill Lynch contributed approximately $305 million, $240 million and $228 million in the years ended December 31, 2012, 2011 and 2010, respectively, in cash to the U.S. defined contribution pension plans. Merrill Lynch contributed approximately $90 million, $97 million and $81 million in the years ended December 31, 2012, 2011 and 2010, respectively, in cash to the non-U.S. defined contribution pension plans.

Defined Benefit Pension Plans

Merrill Lynch previously purchased an 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 ERISA. At December 31, 2012 and 2011, a substantial portion of the assets supporting the annuity contract were invested in U.S. Government and agency 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 made no contribution under this agreement in 2012, 2011 or 2010. Contributions may be required in the future under this agreement. 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 $1 million of benefit payments to participants in the U.S. non-qualified pension plans in 2013. Merrill Lynch also receives an allocation of the cost of benefits for employees participating in Bank of America defined benefit plans as described above. Expenses allocated to Merrill Lynch for Bank of America defined benefit plans were not material for the years ended December 31, 2012, 2011 and 2010.

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 employee's eligible compensation during the final years of employment. Merrill Lynch's funding policy has been to contribute annually at least the amount necessary to satisfy local funding standards. Merrill Lynch currently expects to contribute $82 million to its non-U.S. pension plans in 2013.

Postretirement Benefits Other Than Pensions

Health insurance benefits are provided to eligible retired employees and dependents through Bank of America sponsored plans. The plans cover substantially all U.S. employees who have met age and service requirements. The health care coverage is contributory, with certain retiree contributions adjusted periodically. The accounting for costs of health care benefits for most eligible employees anticipates future changes in cost-sharing provisions. Merrill Lynch also sponsors similar plans that provide health care benefits to eligible retired employees of certain non-U.S. subsidiaries. As of December 31, 2012 and 2011, none of these plans had been funded. Merrill Lynch currently expects to pay $19 million of benefit payments to participants in these plans in 2013.

Merrill Lynch Defined Benefit Pension and Postretirement Plans

The following table provides a summary of the changes in the fair value of plan assets, projected benefit obligation and funded status for the years ended December 31, 2012 and December 31, 2011, and amounts recognized in the Consolidated Balance Sheets at December 31, 2012 and 2011 for Merrill Lynch's U.S. and non-U.S. defined benefit pension and postretirement benefit plans.



(dollars in millions)
	U.S. Defined Benefit Pension Plans						Non-U.S. Defined Benefit Pension Plans⁽¹⁾						Total Defined Benefit Pension Plans						Postretirement Plans⁽²⁾
	2012			2011			2012			2011			2012			2011			2012			2011
Change in fair value of plan assets
Fair value, January 1	$	3,059		$	2,687		$	1,768		$	1,472		$	4,827		$	4,159		$	—		$	—
Actual return on plan assets	126			493			94			264			220			757			—			—
Contributions	1			1			127			89			128			90			17			11
Benefits paid	(125		)	(122		)	(64		)	(52		)	(189		)	(174		)	(17		)	(11		)
Plan transfers⁽³⁾	—			—			—			10			—			10			—			—
Foreign currency exchange rate changes	—			—			78			(15		)	78			(15		)	—			—
Fair value, December 31	3,061			3,059			2,003			1,768			5,064			4,827			—			—
Change in projected benefit obligation
Projected benefit obligation, January 1	1,970			1,885			1,672			1,624			3,642			3,509			312			315
Service cost	—			—			38			40			38			40			4			4
Interest cost	90			96			82			84			172			180			14			15
Plan participant contributions	—			—			3			3			3			3			—			—
Plan amendments	—			—			2			2			2			2			—			(21		)
Actuarial loss (gain)	225			111			267			(36		)	492			75			(24		)	10
Benefits paid	(125		)	(122		)	(64		)	(52		)	(189		)	(174		)	(17		)	(11		)
Plan transfers⁽³⁾	—			—			—			15			—			15			—			—
Foreign currency exchange rate changes	—			—			69			(8		)	69			(8		)	1			—
Projected benefit obligation, December 31	2,160			1,970			2,069			1,672			4,229			3,642			290			312
Amount recognized, December 31	$	901		$	1,089		$	(66	)	$	96		$	835		$	1,185		$	(290	)	$	(312	)
Funded status, December 31	$	901		$	1,089		$	(66	)	$	96		$	835		$	1,185		$	(290	)	$	(312	)
Weighted average assumptions, December 31
Discount rate	3.8		%	4.7		%	4.2		%	4.8		%							3.7		%	4.7		%
Rate of compensation increase	N/A			N/A			4.4			4.5									N/A			N/A
Healthcare cost trend rates:⁽⁴⁾
Initial	N/A			N/A			N/A			N/A									7.5			8.0
Long-term	N/A			N/A			N/A			N/A									5.0			5.0


⁽¹⁾	Primarily represents the U.K. pension plan, which accounts for 83% of the fair value of plan assets and 70% of the benefit obligation at December 31, 2012.


⁽²⁾	Approximately 92% of the postretirement benefit obligation at December 31, 2012 relates to the U.S. postretirement plan.


⁽³⁾	Plan transfers resulted from employee transfers to and from Merrill Lynch and non-Merrill Lynch subsidiaries of Bank of America.


⁽⁴⁾	The healthcare cost trend rate is assumed to decrease gradually through 2019 and remain constant thereafter.

N/A Not applicable

The accumulated benefit obligation (“ABO”) for all defined benefit pension plans was $4.1 billion and $3.6 billion at December 31, 2012 and 2011, respectively.

Amounts recognized in the Consolidated Balance Sheets at December 31, 2012 and 2011, were as follows:



(dollars in millions)
	U.S. Defined Benefit Pension Plans						Non-U.S. Defined Benefit Pension Plans						Total Defined Benefit Pension Plans						Postretirement Plans
	2012			2011			2012			2011			2012			2011			2012			2011
Other assets	$	908		$	1,096		$	202		$	318		$	1,110		$	1,414		$	—		$	—
Accrued expenses and other liabilities	(7		)	(7		)	(268		)	(222		)	(275		)	(229		)	(290		)	(312		)
Net amount recognized at December 31	$	901		$	1,089		$	(66	)	$	96		$	835		$	1,185		$	(290	)	$	(312	)

The projected benefit obligation (“PBO”), ABO, and fair value of plan assets for pension plans with ABO and PBO in excess of plan assets as of December 31, 2012 and 2011 are presented in the table 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.



(dollars in millions)
	U.S. Defined Benefit Pension Plans				Non-U.S. Defined Benefit Pension Plans				Total Defined Benefit Pension Plans
	2012		2011		2012		2011		2012		2011
Plans with ABO in excess of plan assets
PBO	$	7	$	7	$	605	$	512	$	612	$	519
ABO	7		7		570		482		577		489
Fair value of plan assets	—		—		337		289		337		289
Plans with PBO in excess of plan assets
PBO	$	7	$	7	$	618	$	512	$	625	$	519
Fair value of plan assets	—		—		350		289		350		289

Amounts recognized in accumulated other comprehensive loss, pre-tax, at December 31, 2012 consisted of:



(dollars in millions)
	U.S. Defined Benefit Pension Plans		Non-U.S. Defined Benefit Pension Plans		Total Defined Benefit Pension Plans		Postretirement Plans
Actuarial loss (gain)	$	804	$	105	$	909	$	(10	)
Prior service cost	—		4		4		28
Total	$	804	$	109	$	913	$	18

Total pension plan net periodic benefit (income) cost for the years ended December 31, 2012, 2011 and 2010 included the following components:



(dollars in millions)
	U.S. Pension									Non-U.S. Pension									Total Pension
	Plans									Plans									Plans
	2012			2011			2010			2012			2011			2010			2012			2011			2010
Components of net periodic benefit (income) cost
Service cost⁽¹⁾	$	—		$	—		$	—		$	38		$	40		$	30		$	38		$	40		$	30
Interest cost	90			96			101			82			84			79			172			180			180
Expected return on plan assets	(152		)	(141		)	(138		)	(124		)	(104		)	(88		)	(276		)	(245		)	(226		)
Amortization of losses, prior service costs and other	2			5			5			(9		)	—			—			(7		)	5			5
Net periodic benefit (income) cost	$	(60	)	$	(40	)	$	(32	)	$	(13	)	$	20		$	21		$	(73	)	$	(20	)	$	(11	)
Weighted average assumptions used to determine net cost for years ended December 31
Discount rate	4.7		%	5.3		%	5.8		%	4.8		%	5.3		%	5.4		%
Expected return on plan assets	5.3			5.3			5.3			6.8			6.8			6.8
Rate of compensation increase	N/A			N/A			N/A			4.5			4.9			4.7


⁽¹⁾	The U.S. plan was terminated in 1988 and thus does not incur service costs.

N/A Not applicable

Total postretirement plan net periodic benefit cost for the years ended December 31, 2012, 2011 and 2010 included the following components:



(dollars in millions)
	Postretirement
	Plans
	2012			2011			2010
Components of net periodic benefit cost
Service cost	$	4		$	4		$	3
Interest cost	14			15			17
Amortization of losses, prior service
costs and other	7			8			10
Net periodic benefit cost	$	25		$	27		$	30
Weighted average assumptions used to determine net cost for years ended December 31
Discount rate	4.7		%	5.2		%	5.8		%
Healthcare cost trend rates:
Initial	7.5			7.6			8.1
Long-term	5.0			5.0			5.0

The net actuarial losses 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. Gains and losses for all benefits except the postretirement plans are recognized in accordance with standard amortization provisions of the applicable accounting standards. For the postretirement plans, 50% of the unrecognized gain or loss at the beginning of the fiscal year (or at subsequent remeasurement) is recognized on a level basis during the year. The estimated net actuarial gain for the postretirement plans that will be recorded into income over the next fiscal year is approximately $5 million. The estimated net actuarial loss for the defined benefit pension plans that will be recorded into expense over the next fiscal year is approximately $15 million.

Plan Assumptions

The discount rate assumption used in determining the benefit obligation for the defined benefit pension plans and postretirement plans is based on a cash flow matching technique and is subject to change each year. This technique utilizes yield curves that are based upon Aa-rated corporate bonds with cash flows that match estimated benefit payments of each of the plans to produce the discount rate assumptions. The asset valuation method for the U.S. defined benefit pension plans recognizes 60% of the prior year's market gains and losses at the next measurement date, with the remaining 40% spread equally over the subsequent four years. The asset valuation method for the non-U.S. defined benefit pension plans uses the fair market value as of the measurement date.

The expected return on plan assets assumption was developed through analysis of historical market and asset returns, historical asset class volatility and correlations, current market conditions, anticipated future asset allocations, and expectations on potential future market returns. The expected return on plan assets assumption represents a long-term view of the assets in the defined benefit pension plans, a return that may or may not be achieved during one calendar year. The U.S. terminated pension plan, which represents approximately 60% of Merrill Lynch's total pension plan assets as of December 31, 2012, is solely invested in a group annuity contract which is currently 100% invested in fixed income securities. The expected return on plan assets assumption on the non-U.S. pension plans reflects the weighted average long-term return assumption across all funded non-U.S. Plans. Although Merrill Lynch's 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. or the non-U.S. defined benefit plan expenses for 2013. Such a change would increase the U.S. and non-U.S. defined benefit plan obligations at December 31, 2012 by $60 million and $93 million, respectively. A 25 basis point decline in the expected rate of return for the U.S. defined benefit pension plan and the non-U.S. pension plans would result in an expense increase for 2013 of approximately $7 million and $5 million, respectively.

A one percent change in the assumed healthcare cost trend rate would have the following effects on the amounts reported for the postretirement plans:



(dollars in millions)
	1% Increase				1% Decrease
	2012		2011		2012			2011
Effect on:
Other postretirement benefits cost	$	2	$	2	$	(2	)	$	(2	)
Accumulated benefit obligation	31		29		(26		)	(25		)

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 plan's obligations. Consistent with the plan termination in 1988, the annuity contract and the supplemental agreement, the asset portfolio's investment objective calls for a concentration in fixed income securities, the majority of which have investment grade ratings.

The assets of the U.K. pension plan are invested so that the benefits promised to members are provided, considering the nature and the duration of the plan's 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 plan's liabilities. As a risk control measure, a series of interest rate and inflation risk swaps have been executed covering all of the plan's assets.

The pension plan target allocations for 2013 by asset category are shown below. The Merrill Lynch postretirement benefit plans are not funded and do not hold assets for investment.



	Defined Benefit Pension Plans
	U.S. Plan		Non-U.S. Plans
	2013 Target Allocation
Debt securities	100	%	20-65%
Equity securities	—		10-60%
Real estate	—		0-15%
Other⁽¹⁾	—		5-40%


⁽¹⁾	Other consists primarily of alternative investments, private equity investments, swaps and real property.

Fair Value Measurements

For information on fair value measurements, including descriptions of Level 1, 2, and 3 of the fair value hierarchy and the valuation methods employed by Merrill Lynch, see Note 1 and Note 4.

Plan assets measured at fair value by level and in total at December 31, 2012 and 2011 are summarized in the tables below:



(dollars in millions)
	December 31, 2012
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Cash and short-term investments
Money market and interest bearing cash	$	482	$	—	$	—	$	482
Fixed Income
U.S. Government and government agency obligations	164		2,018		13		2,195
Corporate debt securities	—		136		—		136
Asset-backed securities	—		667		—		667
Non-U.S. debt securities	32		214		—		246
Fixed income commingled/mutual funds	52		118		—		170
Equity
Common and preferred equity securities	147		—		—		147
Equity commingled/mutual funds	31		201		—		232
Real estate commingled/mutual funds	—		10		126		136
Limited partnerships	—		5		175		180
Other investments⁽¹⁾	1		472		—		473
Total plan investment assets, at fair value	$	909	$	3,841	$	314	$	5,064


⁽¹⁾	Other investments includes swaps of $311 million, commodity and balanced funds of $158 million, and various other investments of $4 million.



(dollars in millions)
	December 31, 2011
	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Cash and short-term investments
Money market and interest bearing cash	$	190	$	—	$	—	$	190
Fixed Income
U.S. Government and government agency obligations	432		2,085		13		2,530
Corporate debt securities	—		132		—		132
Asset-backed securities	—		399		—		399
Non-U.S. debt securities	20		153		—		173
Fixed income commingled/mutual funds	46		104		—		150
Equity
Common and preferred equity securities	84		—		—		84
Equity commingled/mutual funds	28		327		—		355
Real estate commingled/mutual funds	—		11		69		80
Limited partnerships	—		5		176		181
Other investments⁽¹⁾	—		553		—		553
Total plan investment assets, at fair value	$	800	$	3,769	$	258	$	4,827


⁽¹⁾	Other investments includes swaps of $465 million and commodity and balanced funds of $88 million.

The tables below presents a reconciliation of all plan assets measured at fair value using significant unobservable inputs (Level 3) during the years ended December 31, 2012, 2011 and 2010.



(dollars in millions)
Year Ended December 31, 2012
	Balance January 1, 2012		Actual Return on Plan Assets Still Held at the Reporting Date		Purchases		Sales and Settlements			Transfers Into/(Out of) Level 3		Balance December 31, 2012
U.S. Government and government agency securities	$	13	$	—	$	—	$	—		$	—	$	13
Real estate commingled/mutual funds	69		1		56		—			—		126
Limited partnerships	176		4		10		(15		)	—		175
Totals	$	258	$	5	$	66	$	(15	)	$	—	$	314



(dollars in millions)
Year Ended December 31, 2011
	Balance January 1, 2011		Actual Return on Plan Assets Still Held at the Reporting Date			Purchases		Sales and Settlements			Transfers Into/(Out of) Level 3		Balance December 31, 2011
U.S. Government and government agency securities	$	14	$	(1	)	$	—	$	—		$	—	$	13
Real estate commingled/mutual funds	65		1			4		(1		)	—		69
Limited partnerships	175		(7		)	13		(5		)	—		176
Totals	$	254	$	(7	)	$	17	$	(6	)	$	—	$	258



(dollars in millions)
Year Ended December 31, 2010
	Balance January 1, 2010		Actual Return on Plan Assets Still Held at the Reporting Date			Purchases		Sales and Settlements		Transfers Into/(Out of) Level 3			Balance December 31, 2010
U.S. Government and government agency securities	$	—	$	—		$	—	$	—	$	14		$	14
Real estate commingled/mutual funds	45		(5		)	25		—		—			65
Limited partnerships	111		10			2		—		52			175
Other investments	110		—			—		—		(110		)	—
Totals	$	266	$	5		$	27	$	—	$	(44	)	$	254

Estimated Future Benefit Payments

Expected benefit payments associated with Merrill Lynch’s defined benefit pension and postretirement plans for the next five years and in the aggregate for the five years thereafter are as follows:



(dollars in millions)
	Defined Benefit Pension Plans						Postretirement Plans⁽³⁾
	U.S.⁽¹⁾		Non-U.S.⁽²⁾		Total		Gross Payments		Medicare Subsidy			Net Payments
2013	$	132	$	50	$	182	$	22	$	(3	)	$	19
2014	141		53		194		23		(3		)	20
2015	143		54		197		23		(3		)	20
2016	145		58		203		24		(4		)	20
2017	146		61		207		24		(4		)	20
2018 through 2022	726		376		1,102		117		(17		)	100


⁽¹⁾	The U.S. defined benefit pension plan payments are primarily funded under the terminated plan annuity contract.


⁽²⁾	The U.K., Swiss and Japan pension plans payments represent approximately 47%, 15% and 22%, respectively, of the non-U.S. 2013 expected defined benefit pension payments.


⁽³⁾	The U.S. postretirement plan payments, net of Medicare subsidy, represent approximately 95% of the total 2013 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.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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