11-K 1 d371984d11k.htm FORM 11-K Form 11-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 11-K

 

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK

PURCHASE SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-6523

 

 

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Merrill Lynch & Co., Inc. 401(k) Savings and Investment Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Bank of America Corporation

Bank of America Corporate Center

Charlotte, NC 28255

 

 

 


Table of Contents

Financial Statements and Report of

Independent Registered Public Accounting Firm

Merrill Lynch & Co., Inc. 401(k) Savings and Investment Plan

December 31, 2011 and 2010

TABLE OF CONTENTS

 

     Page  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     1   

FINANCIAL STATEMENTS:

  

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS - DECEMBER 31, 2011 and 2010

     2   

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - YEAR ENDED DECEMBER 31, 2011

     3   

NOTES TO FINANCIAL STATEMENTS

     4-25   

SUPPLEMENTAL SCHEDULE:

  

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) - DECEMBER 31, 2011

     26   

SIGNATURE

     27   

EXHIBIT INDEX

     28   

EXHIBIT 23.1

     29   


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Plan Participants and the Corporate Benefits Committee of

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

We have audited the accompanying statements of net assets available for benefits of the Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan (the Plan) as of December 31, 2011 and 2010, and the related statement of changes in net assets available for benefits for the year ended December 31, 2011. These financial statements are the responsibility of the Plan’s 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. 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, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets as of December 31, 2011 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Morris, Davis & Chan LLP

Charlotte, North Carolina

June 21, 2012


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Statements of Net Assets Available for Benefits

December 31, 2011 and 2010

 

     2011     2010  

Assets

    

Investments, at fair value (Notes 2, 5 and 6)

    

Money market and interest bearing cash

   $ 7,915,702      $ 13,207,531   

Mutual funds

     3,142,899,362        3,226,219,004   

Collective investment funds

     408,393,589        434,403,498   

Common stock

     220,504,940        433,285,380   
  

 

 

   

 

 

 

Total non-Master Trust investments

     3,779,713,593        4,107,115,413   

Plan interest in the Stable Value Master Trust (Notes 5 and 6)

     257,315,137        228,559,241   
  

 

 

   

 

 

 

Total investments

     4,037,028,730        4,335,674,654   

Non-interest bearing cash

     2,394,409        417,997   

Accrued dividends and interest receivable

     287        1,411   

Participant notes receivable (Notes 1 and 2)

     89,402,407        91,210,509   

Other receivable

     —          7,149   
  

 

 

   

 

 

 

Total assets

     4,128,825,833        4,427,311,720   

Adjustment from fair value to contract value for fully benefit-responsive investment contracts (Note 5)

     (9,354,916     (5,775,346
  

 

 

   

 

 

 

Net assets available for benefits

   $ 4,119,470,917      $ 4,421,536,374   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

2


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2011

 

Additions to net assets available for benefits attributed to:

  

Investment income (loss)

  

Net depreciation in fair value of investments (Note 7)

   $ (438,711,205

Investment income from mutual funds

     72,163,064   

Interest and dividends

     1,437,652   
  

 

 

 

Total non-Master Trust investment loss

     (365,110,489

Plan interest in the Stable Value Master Trust investment income

     6,987,957   
  

 

 

 

Total investment loss

     (358,122,532
  

 

 

 

Contributions (Note 1)

  

Employees

     313,409,864   

Employer

     65,274,320   
  

 

 

 

Total contributions

     378,684,184   
  

 

 

 

Interest income on participant notes receivable

     3,410,787   
  

 

 

 

Other income

     87,303   
  

 

 

 

Total additions

     24,059,742   
  

 

 

 

Deductions from net assets available for benefits attributed to:

  

Benefits paid to plan participants

     326,350,218   
  

 

 

 

Total deductions

     326,350,218   
  

 

 

 

Net decrease before mergers and transfers

     (302,290,476

Transfer from Becker Employees’ Profit Sharing Plan (Note 1)

     225,019   
  

 

 

 

Net decrease

     (302,065,457

Net assets available for benefits

  

Beginning of year

     4,421,536,374   
  

 

 

 

End of year

   $ 4,119,470,917   
  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

3


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

1. Description of the Plan

The following description of the Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan (the Plan) is provided for general information purposes only. Participants should refer to the Summary Plan Description and any supplements thereto for a more complete description of applicable Plan provisions. The Plan includes the Savings and Investment Plan (SIP), Vocon and Deferred Profit Sharing (DPS) Accounts.

Plan Sponsor

Merrill Lynch & Co., Inc. (the Company) is the Plan Sponsor.

Plan Administrator

The Plan is administered by the Bank of America Corporation Corporate Benefits Committee (the Committee). The Board of Directors of Bank of America Corporation (the Corporation) has the right at any time to remove any member of the Committee. Members of the Committee serve without compensation and act by majority vote. The Committee has overall responsibility for the operation and administration of the Plan including the power to construe and interpret the Plan, decide all questions that arise thereunder, and to delegate responsibilities.

Plan Trustee

Through November 30, 2011, Bank of America, N.A. (BANA) and State Street Bank and Trust Company were Co-Trustees of the Plan. Effective December 1, 2011, BANA became the sole trustee (the Trustee) of the Plan.

Plan Merger

Effective December 6, 2011, the Becker Employees’ Profit Sharing Plan was merged into the Plan. Total assets transferred to the Plan as of December 6, 2011 were $225,019.

SIP Account

General

The Plan is a defined contribution plan for employees of the Company and participating subsidiaries. The portion of the Plan invested in Bank of America Corporation common stock (BAC common stock) is designated an Employee Stock Ownership Plan (ESOP). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Effective January 1, 2010, the Plan was closed to new participants, with certain exceptions. Eligible Company employees newly hired on or after January 1, 2010 participate in The Bank of America 401(k) Plan with certain exceptions.

 

4


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

1. Description of the Plan (Continued)

 

SIP Account (Continued)

 

Pre-tax Contributions

Each participant may elect to make contributions to the Plan on a pre-tax basis through payroll deductions from 1% through 25% of such participant’s eligible compensation (as defined in the Plan document) for each pay period. In accordance with federal law, 2011 annual pre-tax contributions were limited to $16,500 for participants who are below age 50. In addition, participants who are age 50 or older and have made the maximum contribution to the Plan can make an additional catch up contribution to the Plan through payroll deductions up to a maximum of $5,500 in 2011. A participant can elect to change the rate at which his/her contribution is determined at any time during the year. If an employee makes both pre-tax contributions and Roth after-tax contributions (described below), these percentage and dollar contribution limits apply to these types of contributions in the aggregate.

Roth 401(k) Contributions

Employees are eligible to contribute on an after-tax basis through payroll deductions from 1% to 25% of eligible compensation as Roth 401(k) deductions. In addition, participants who are age 50 or older and have made the maximum contribution to the Plan can make an additional Roth catch up contribution to the Plan through payroll deductions up to a maximum of $5,500 in 2011. Provided requirements are met, withdrawals of contributions and any earnings are tax free. A participant’s combined pre-tax and Roth 401(k) contributions cannot exceed the maximum annual amount allowed by law.

After Tax Contributions

A participant may elect to contribute up to 25% of his/her eligible compensation in traditional (non-Roth) after-tax dollars up to an annual maximum of $10,000.

Employer Contributions

For employees with at least 1 year of service, the Company matches 100% of the first 4% of each participant’s eligible compensation contributed to the Plan, up to a plan year maximum of $3,000 for employees with eligible compensation of less than $300,000 for the prior plan year, and $2,000 for all others.

Employer contributions include forfeitures and additional contributions which are made in the form of cash. After consideration of forfeitures, the actual cash remitted by the Company was $65,274,320 for 2011.

 

5


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

1. Description of the Plan (Continued)

 

SIP Account (Continued)

 

Withdrawals

Withdrawals during employment are permitted under certain circumstances. There are two types of withdrawals: hardship and non-hardship. A hardship withdrawal is available under limited circumstances, which the participant must document, and is paid in cash. A non-hardship withdrawal is available under certain circumstances, depending on the participant’s age, length of Plan participation, and/or type of account or sub-account involved. Before age 70  1/2, a non-hardship withdrawal is paid in cash, except that active participants who are at least age 59  1/2 may elect to withdraw all, but not less than all, of their vested account balances held in BAC common stock. After age 70  1/2 other payment options are available for a non-hardship withdrawal. The payment options for non-hardship withdrawals, to the extent permitted by Plan provisions, are generally as follows: lump-sum distributions of cash and/or securities, and transfer to an individual retirement account or other brokerage account.

Payment of Benefits

Distributions of account balances may occur upon a participant’s retirement, death or other termination of employment. A participant, or a beneficiary, may receive distributions under one of several options. The options are as follows: lump-sum distribution of cash and/or securities, transfer to an individual retirement account or other brokerage account, or the purchase of an annuity. All amounts allocated to participants who elected to withdraw from the Plan as of December 31, 2011 and 2010 were paid prior to year end.

Vesting of Benefits

Participants are always 100% vested in contributions to the Plan made from their eligible compensation and in amounts rolled over from a former employer’s qualified retirement plan or transfer from another plan, and in each case, the earnings thereon. Participants become vested in employer contributions and earnings thereon based on completed Years of Service: 1 Year of Service - 20% vested; 2 Years of Service - 40% vested; 3 Years of Service - 60% vested; 4 Years of Service - 80% vested; and 5 Years of Service - 100% vested. Participants become 100% vested in employer contributions when they attain age 65 or terminate employment as a result of death. Participants are 100% vested in the dividends paid on BAC common stock held in their account regardless of their years of service.

 

6


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

1. Description of the Plan (Continued)

 

SIP Account (Continued)

 

Forfeitures

As of December 31, 2011 and 2010, the forfeited nonvested account totaled $137,886 and $5,106,065, respectively. This account will be used to reduce future employer contributions.

Participant Accounts

Individual accounts are maintained for each Plan participant. Each participant’s account is credited with employee contributions, employer matching contributions and investment earnings and charged with the allocation of investment losses and withdrawals.

Participant Notes Receivable

Generally, active participants in the Plan are eligible for loans from the Plan. A maximum of two outstanding loans is permitted at any time. Interest rates on loans are generally calculated based on the prime rate as published in the Wall Street Journal on the last business day of the month prior to the month the loan was obtained. Interest rates on the loans are fixed. General purpose loans have a term of 1 to 5 years and principal residence loans have a term of 1 to 15 years. The maximum loan amount that may be obtained is the lesser of 50% of the participant’s vested account balance reduced by any outstanding loan balance, or $50,000 reduced by the highest outstanding balance of loans under the Plan and under any tax-qualified plans maintained by affiliates during the 12 month period ending on the day before the loan was made. Interest rates ranged from 3.25% to 9.75% for loans held by the Plan as of December 31, 2011 and 2010.

Vocon and DPS Accounts

General

The Vocon Accounts were established for participants who made voluntary, non-deductible contributions to the Pension Plan for Employees of Merrill Lynch & Co., Inc. and Affiliates, which terminated in 1988, and represent the amounts transferred to the Plan from the terminated Pension Plan with respect to such contributions. The DPS Accounts were established for participants with amounts transferred to the Plan from the Deferred Profit Sharing Plan for Employees of Merrill Lynch, Pierce, Fenner and Smith, Inc. and Affiliates (MLPF&S). Employer contributions to that plan were suspended as of December 1973.

 

7


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

1. Description of the Plan (Continued)

 

Vocon and DPS Accounts (Continued)

 

Participant Accounts

Participants can direct the investment of their accounts among any of the investment alternatives offered by the Plan. Each participant’s account is credited with investment earnings, and charged with the allocation of investment losses and withdrawals.

Vesting

Participants are 100% vested in the Vocon and DPS Accounts.

Payment of Benefits

Distributions from the Plan are allowed due to death, retirement, in-service withdrawal, or termination. All amounts allocated to participants who elected to withdraw from the Plan as of December 31, 2011 and 2010 were paid prior to year end.

Investment Alternatives

All contributions to the Plan may be allocated among any of the available investments selected by the participant from among the investment alternatives designated by the Committee. As of December 31, 2011 and 2010, there were 43 and 33 open investment alternatives in the Plan, respectively.

As of April 27, 2010, the BAC common stock investment option changed accounting methods from “share accounting” to “unit accounting.” Under the “unit accounting” methodology, holdings are expressed in terms of dollars and the number of fund units held, similar to units of a mutual fund. However, unlike a typical mutual fund, the BAC Common Stock Fund primarily invests in BAC common stock.

In June 2010, the AIM International Growth Institutional Fund, Alliance Bernstein Small Cap Growth Fund, BlackRock Emerging Markets Institutional Fund, BlackRock Euro Fund, BlackRock Focus Growth Fund, BlackRock Focus Value Fund, BlackRock Global Financial Services Fund, BlackRock Global Growth Fund, BlackRock Healthcare Fund, BlackRock High Income Fund, BlackRock International Fund, BlackRock Latin America Fund, BlackRock Mid-Cap Value Opportunities Fund, BlackRock Natural Resources Trust Fund, BlackRock Pacific Fund, BlackRock Short-Term Bond Fund, BlackRock Small Cap Growth Institutional Fund, BlackRock Small Mid Growth Institutional Fund, BlackRock Utilities & Telecommunications Fund, BlackRock World Income Fund, Hotchkis and Wiley Large Cap Value Fund, Hotchkis and Wiley Mid Cap Value Fund, Hotchkis and Wiley Small Cap Value Fund, Ivy International Growth Fund, MFS Research Fund, Munder Large Cap Growth Fund,

 

8


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

1. Description of the Plan (Continued)

 

Investment Alternatives (Continued)

 

U.S. GSIF Zero Coupon Bond 2014 Trust - Series 3 ceased to be investment alternatives under the Plan. Participants with investments in these funds were notified that their investments were mapped out to other remaining investment alternatives under the Plan.

Also in June 2010, the BlackRock Fundamental Growth Fund completed its acquisition of the BlackRock Capital Appreciation Portfolio through a reorganization. Upon closing of the reorganization, the name of the BlackRock Fundamental Growth Fund was changed to BlackRock Capital Appreciation Institutional Fund.

In July 2010, Wells Fargo Management, LLC and Evergreen Investment Management Company completed a series of fund mergers, reorganizations and liquidations. As a result, the Evergreen Mid Cap Growth Fund was merged into the Wells Fargo Advantage Mid Cap Growth Fund.

Effective December 3, 2010, all assets of the Bank of America, N.A. Retirement Preservation Trust were transferred to the new Stable Value Fund. At that time, the Bank of America, N.A. Retirement Preservation Trust was no longer an investment alternative. Participants’ accounts invested in units of the Bank of America, N.A. Retirement Preservation Trust were automatically converted to holdings in the Stable Value Fund (see Note 5: Interest in the Stable Value Master Trust).

In March 2011, the Plan began offering 10 time-based asset allocation investments, the BlackRock Lifepath Index Funds, as investment alternatives.

In August 2011, the BlackRock International Fund completed its acquisition of the BlackRock International Value Fund through a reorganization. Upon closing of the reorganization, the name of the BlackRock International Value Fund was changed to BlackRock International Fund.

Also in August 2011, Wells Fargo Funds Management, LLC completed a series of fund mergers. As a result, the Wells Fargo Advantage Mid Cap Growth Fund merged into the Wells Fargo Advantage Enterprise Fund.

 

9


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

2. Summary of Significant Accounting Policies

Accounting Pronouncements

Recent Accounting Pronouncement Adopted

In January 2010, Accounting Standards Update (ASU) 2010-06, Improving Disclosures about Fair Value Measurements, expanded the required disclosures about fair value measurements. ASU 2010-06 requires separate disclosure of significant transfers into and out of level 1 and level 2, along with reasons for such transfers; and presentation of fair value disclosures by “nature and risk” class for all fair value assets and liabilities effective for 2010 reporting; and reporting separate presentation of gross purchases, sales, issuances, and settlements in the level 3 reconciliation effective for 2011. The Plan’s financial statements are presented to conform to the applicable requirements of ASU 2010-06. See Note 6 - Fair Value Measurements.

Accounting Pronouncement Issued but Not Yet Adopted

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, to converge U.S. GAAP and International Financial Reporting Standards on fair value measurements and disclosures. The amended guidance changes several aspects of the fair value measurement guidance in FASB Accounting Standards Codification 820, Fair Value Measurement (ASC 820), including information about valuation techniques and unobservable inputs used in level 3 fair value measurements and a narrative description of the sensitivity of level 3 measurements to changes in unobservable inputs. The amended guidance must be applied prospectively and is effective beginning after December 15, 2011. Plan management is assessing the impact of ASU 2011-04 on the 2012 Plan’s financial statements.

Significant accounting policies of the Plan are summarized below:

Basis of Accounting

The financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (GAAP). Revenues are recognized as earned. Benefits paid to plan participants are recorded when paid. All other expenses are recorded as incurred.

 

10


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

2. Summary of Significant Accounting Policies (Continued)

 

Management Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of Plan assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of Plan additions and deductions during the reporting period. Actual results could differ from those estimates.

Investment Valuation and Income Recognition

Investments are carried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (see Note 6: Fair Value Measurements).

Benefit responsive investment contracts are stated at fair value and are adjusted to contract value (which represent contributions made under the contract, plus interest less withdrawals and administration expenses) on the Statements of Net Assets Available for Benefits (see Note 5: Interest in the Stable Value Master Trust). As described in Financial Accounting Standards Board Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, which was codified in Accounting Standards Codification (ASC) 962-205-45, investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The Statements of Net Assets Available for Benefits present the adjustment of the investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Realized gains (losses) on investment transactions are recorded as the difference between proceeds received and cost. Cost is determined on the average cost basis.

Net appreciation (depreciation) in fair value of investments includes the reversal of previously recognized appreciation (depreciation) related to investments sold during the period.

Investment securities purchased and sold are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

 

11


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

2. Summary of Significant Accounting Policies (Continued)

 

Participant Notes Receivable

Participant notes receivable are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant notes receivable are reclassified as distributions based upon the terms of the Plan document.

Plan Expenses

Plan expenses, including expenses of the Committee and the Plan’s Trustee, to the extent not paid by the Plan, are paid by the Company.

 

3. Concentrations of Investment Risk

Investments as of December 31, 2011 and 2010 that represent 5% or more of the Plan’s net assets available for benefits include the following:

 

     2011      2010  

Bank of America Corporation Common Stock

   $ 220,504,940       $ 433,285,380   

Bank of America, N.A. Equity Index Trust III

     209,239,958         *   

BlackRock Basic Value Fund

     272,408,104         297,770,709   

BlackRock FFI Premier Institutional Fund

     333,234,824         344,883,223   

BlackRock Global Allocation Fund

     725,449,709         755,558,032   

Plan interest in the Stable Value Master Trust at contract value

     247,960,221         222,783,895   

*  Investment was below 5% of the Plan’s net assets at year end.

     

 

 

4. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

 

12


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

5. Interest in the Stable Value Master Trust

A portion of the Plan’s investments is in the Stable Value Master Trust (Master Trust). The Master Trust was established on January 1, 2009 to provide a single collective investment vehicle for the Stable Value Fund investment option of The Bank of America 401(k) Plan, The Bank of America 401(k) Plan for Legacy Companies, and the Transferred Savings Account Plan, and effective December 3, 2010, the Plan and the Merrill Lynch & Co., Inc. Retirement Accumulation Plan (collectively known as Participating Plans). The assets of the Master Trust are held by BANA, as Trustee, and the portfolio is managed by an unaffiliated investment advisor, The Dreyfus Corporation, a unit of BNY Mellon. Each Participating Plan owns an undivided interest in the Master Trust.

The terms of the underlying investment contracts in the Stable Value Fund are benefit responsive, providing a guarantee by the issuer to pay principal plus accrued interest in response to benefit-related requests for payment.

The value of the Plan’s interest in the Master Trust is based on the beginning value of the Plan’s interest in the Master Trust plus actual contributions and allocated investment income less actual distributions and allocated administrative expenses.

The fair market values of the investment contracts reported in aggregate for the Master Trust was $3,816,553,556 and $3,661,075,833 as of December 31, 2011 and 2010, respectively. The Plan had an undivided interest of 6.74% and 6.24% in the following assets of the Master Trust as of December 31, 2011 and 2010, respectively:

 

     2011  
     Contract Value     Investment
at Fair Value
    Wrap Contract
Fair Value
    Adjustment to
Contract Value
 

Money market funds

   $ 305,620,021      $ 305,620,021      $ —        $ —     

Investment contracts:

        

Fixed maturity synthetic guaranteed investment contracts

     403,323,444        407,928,023        34,715        (4,639,294

Constant duration synthetic guaranteed investment contracts

     2,425,532,468        2,544,807,522        2,486,885        (121,761,939

Guaranteed investment contracts

     489,865,691        500,874,932        (242,136     (10,767,105

Collective investment funds

     53,466,740        55,043,594        —          (1,576,854
  

 

 

   

 

 

   

 

 

   

 

 

 
     3,677,808,364        3,814,274,092        2,279,464        (138,745,192

Accrued expenses

     (245,903     (245,903     —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Master Trust net assets

   $ 3,677,562,461      $ 3,814,028,189      $ 2,279,464      $ (138,745,192
  

 

 

   

 

 

   

 

 

   

 

 

 

Plan interest in the Stable Value Master Trust

   $ 247,960,221      $ 257,161,444      $ 153,693      $ (9,354,916
  

 

 

   

 

 

   

 

 

   

 

 

 

 

13


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

5. Interest in the Stable Value Master Trust (Continued)

 

     2010  
     Contract Value     Investment
at Fair Value
    Wrap Contract
Fair Value
     Adjustment to
Contract Value
 

Money market funds

   $ 500,688,331      $ 500,688,331      $ —         $ —     

Investment contracts:

         

Fixed maturity synthetic guaranteed investment contracts

     588,546,374        603,537,780        524,556         (15,515,962

Constant duration synthetic guaranteed investment contracts

     2,357,556,397        2,429,717,391        2,687,903         (74,848,897

Variable rate synthetic guaranteed investment contract

     10,025,197        10,110,583        —           (85,386

Guaranteed investment contracts

     59,477,816        60,691,718        —           (1,213,902

Collective investment funds

     52,278,669        53,117,571        —           (838,902
  

 

 

   

 

 

   

 

 

    

 

 

 
     3,568,572,784        3,657,863,374        3,212,459         (92,503,049

Accrued expenses

     (268,903     (268,903     —           —     
  

 

 

   

 

 

   

 

 

    

 

 

 

Total Master Trust net assets

   $ 3,568,303,881      $ 3,657,594,471      $ 3,212,459       $ (92,503,049
  

 

 

   

 

 

   

 

 

    

 

 

 

Plan interest in the Stable Value Master Trust

   $ 222,783,895      $ 228,358,674      $ 200,567       $ (5,775,346
  

 

 

   

 

 

   

 

 

    

 

 

 

For the year ended December 31, 2011, the Master Trust earned $108,391,956 in interest income. The average yield and crediting interest rates for such investments were 2.69% and 2.84%, respectively for 2011. The average yield credited to participants was 2.67% for 2011.

The Stable Value Fund generally consists of the following types of guaranteed investment contracts (GICs) described below:

Guaranteed Investment Contracts

Traditional GICs are unsecured, general account obligations of insurance companies. The obligation is backed by the general account assets of the insurance company that writes the investment contract. The crediting rate on this product is typically fixed for the life of the investment.

Fair values of traditional GICs are calculated using the present value of the contract’s future cash flow values discounted by comparable duration Wall Street Journal GIC Index rates.

Separate account GICs are investments in a segregated account of assets maintained by an insurance company for the benefit of the investors. The total return of the segregated account assets supports the separate account GICs return. The crediting rate on this product will reset periodically and it will have an interest rate of not less than 0%.

Fair values of separate account GICs are calculated using the market value provided by the insurance companies that manage the underlying assets of the product.

 

14


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

5. Interest in the Stable Value Master Trust (Continued)

 

Fixed Maturity Synthetic Guaranteed Investment Contracts

General fixed maturity synthetic GICs consist of an asset or collection of assets that are owned by the fund (or plan) and a benefit responsive, book value wrap contract purchased for the portfolio. The wrap contract provides book value accounting for the asset and assures that book value benefit responsive payments will be made for participant directed withdrawals. The crediting rate of the contract is set at the start of the contract and typically resets every quarter. Generally, fixed maturity synthetics are held to maturity. The initial crediting rate is established based on the market interest rates at the time the initial asset is purchased and it will have an interest crediting rate not less than 0%.

Fair values of general fixed maturity synthetic GICs are calculated using the sum of all assets’ market values provided by Interactive Data Services, a third party vendor BNY Mellon has engaged to provide fixed income prices on a monthly basis.

Variable Synthetic Guaranteed Investment Contracts

Variable synthetic GICs consist of an asset or collection of assets that are managed by a bank or insurance company and are held in a bankruptcy remote vehicle for the benefit of the fund (or plan). The contract is benefit responsive and provides next day liquidity at book value. The crediting rate on this product resets every quarter based on the current market index rates at that time and an investment spread. The investment spread is established at time of issuance and is guaranteed by the issuer for the life of the investment.

Fair values for variable synthetic GICs are calculated using the present value of the contract’s future cash flow values discounted by comparable swap rates.

Constant Duration Synthetic Guaranteed Investment Contracts

Constant duration synthetic GICs consist of a portfolio of securities owned by the fund (or plan) and a benefit responsive, book value wrap contract purchased for the portfolio. The wrap contract amortizes gains and losses of the underlying securities over the portfolio duration, and assures that book value benefit responsive payments will be made for participant directed withdrawals. The crediting rate on a constant duration synthetic GIC resets every quarter based on the book value of the contract, the market yield of the underlying assets, the market value of the underlying assets and the average duration of the underlying assets. The crediting rate aims at converging the book value of the contract and the market value of the underlying portfolio over the duration of the contract and therefore will be affected by movements in interest rates and/or changes in the market value of the underlying portfolio. The initial crediting rate is established

 

15


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

5. Interest in the Stable Value Master Trust (Continued)

 

Constant Duration Synthetic Guaranteed Investment Contracts (Continued)

 

based on the market interest rates at the time the underlying portfolio is first put together and it will have an interest crediting rate of not less than 0%.

Fair values for constant duration synthetic GICs are calculated using the market values provided by the external investment managers BNY Mellon or its clients have engaged to provide investment services.

In the absence of an actively traded market, discounted cash flows are only an estimate of the contract’s economic value. These values are not a useful value for participant statement purposes nor are they representative of the value that may be received from those contracts in either a participant disbursement or an early termination of the contract.

It is probable that withdrawals and transfers resulting from the following events will limit the ability of the fund to transact at book or contract value. Instead, market value will likely be used in determining the payouts to the participants:

 

   

Employer-initiated events - events within the control of the plan or the plan sponsor which would have a material and adverse impact on the fund;

 

   

Employer communications designed to induce participants to transfer from the fund;

 

   

Competing fund transfer or violation of equity wash or equivalent rules in place;

 

   

Changes of qualification status of the plan.

In general, issuers may terminate the contract and settle at other than contract value if the qualification status of employer or plan changes, breach of material obligations under the contract and misrepresentation by the contract holder, or failure of the underlying portfolio to conform to the pre-established investment guidelines.

All contracts are benefit responsive unless otherwise noted.

 

16


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

6. Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

The three levels of the fair value hierarchy under ASC 820 are described below:

 

Level 1   Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2   Inputs to the valuation methodology include:
 

•  Quoted prices for similar assets or liabilities in active markets;

 

•  Quoted prices for identical or similar assets or liabilities in inactive markets;

 

•  Inputs other than quoted prices that are observable for the asset or liability; and

 

•  Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

  If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3   Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2011 and 2010.

Money market and interest bearing cash are valued at cost, which approximates fair value.

 

17


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

6. Fair Value Measurements (Continued)

 

Mutual funds are valued at the net asset value of shares held by the Plan at year-end.

Collective investment funds are valued based on the closing market price reported on the active market on which the underlying investments are traded.

Common stock is valued at the closing price reported on the active market on which the securities are traded.

Investment contracts, including wrap contracts, held in the Master Trust which are comprised of fixed maturity synthetic GIC, constant duration synthetic GIC, variable rate synthetic GIC and traditional GIC are valued using the present value of the contracts’ future cash flow values discounted by comparable duration Wall Street Journal GIC Index rates. In relation to Master Trust GIC contracts, principal protection is purchased from the issuer in the form of a wrap. These wraps are valued based on an internal pricing matrix which uses an income approach to determine the present value of the fee payments related to the contract, using both current contractual fees as well as replacement fees generated by matrix pricing (see Note 5: Interest in the Stable Value Master Trust).

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the Master Trust’s investments at fair value as of December 31, 2011 and 2010:

 

     Investments at Fair Value as of December 31, 2011  
     Level 1      Level 2      Level 3      Total  

Money market funds

   $ 305,620,021       $ —         $ —         $ 305,620,021   

Investment contracts:

           

Fixed maturity synthetic guaranteed investment contracts

     —           407,928,023         —           407,928,023   

Constant duration synthetic guaranteed investment contracts

     —           2,544,807,522         —           2,544,807,522   

Guaranteed investment contracts

     —           500,874,932         —           500,874,932   

Collective investment funds

     —           55,043,594         —           55,043,594   

Wrap contracts

     —           —           2,279,464         2,279,464   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Master Trust investments

   $ 305,620,021       $ 3,508,654,071       $ 2,279,464       $ 3,816,553,556   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

18


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

6. Fair Value Measurements (Continued)

 

     Investments at Fair Value as of December 31, 2010  
     Level 1      Level 2      Level 3      Total  

Money market funds

   $ 500,688,331       $ —         $ —         $ 500,688,331   

Investment contracts:

           

Fixed maturity synthetic guaranteed investment contracts

     —           603,537,780         —           603,537,780   

Constant duration synthetic guaranteed investment contracts

     —           2,429,717,391         —           2,429,717,391   

Variable rate synthetic guaranteed investment contract

     —           10,110,583         —           10,110,583   

Guaranteed investment contracts

     —           60,691,718         —           60,691,718   

Collective investment funds

     —           53,117,571         —           53,117,571   

Wrap contracts

     —           —           3,212,459         3,212,459   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Master Trust investments

   $ 500,688,331       $ 3,157,175,043       $ 3,212,459       $ 3,661,075,833   
  

 

 

    

 

 

    

 

 

    

 

 

 

The following table sets forth the summary of changes in the fair value of the Master Trust’s level 3 investments for the year ended December 31, 2011:

 

     Wrap Contracts  

Balance, beginning of year

   $ 3,212,459   

Net depreciation relating to Master Trust investments still held at reporting date

     (932,995

Purchases

     —     

Sales and settlements

     —     

Transfers into/out of level 3 (net)

     —     
  

 

 

 

Balance, end of year

   $ 2,279,464   
  

 

 

 

 

19


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

6. Fair Value Measurements (Continued)

 

The following tables set forth by level, within the fair value hierarchy, the Plan’s non-Master Trust investments at fair value as of December 31, 2011 and 2010:

 

     Investments at Fair Value as of December 31, 2011  
     Level 1      Level 2      Level 3      Total  

Money market funds and interest bearing cash

   $ 7,915,702       $ —         $ —         $ 7,915,702   

Mutual funds

           

Balanced

     898,491,182         —           —           898,491,182   

Domestic large cap equity

     887,720,261         —           —           887,720,261   

Domestic mid cap equity

     140,814,332         —           —           140,814,332   

Domestic small cap equity

     189,047,007         —           —           189,047,007   

Fixed income

     371,428,769         —           —           371,428,769   

Global equity

     158,349,108         —           —           158,349,108   

International developed equity

     163,813,879         —           —           163,813,879   

Money market

     —           333,234,824         —           333,234,824   

Collective investment funds

           

Balanced

     —           9,300,307         —           9,300,307   

Domestic large cap equity

     —           244,519,309         —           244,519,309   

Domestic small cap equity

     —           27,608,109         —           27,608,109   

Fixed income

     —           49,666,286         —           49,666,286   

International developed equity

     —           77,299,578         —           77,299,578   

Common stock

     220,504,940         —           —           220,504,940   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-Master Trust investments

   $ 3,038,085,180       $ 741,628,413       $ —         $ 3,779,713,593   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

20


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

6. Fair Value Measurements (Continued)

 

     Investments at Fair Value as of December 31, 2010  
     Level 1      Level 2      Level 3      Total  

Money market funds and interest bearing cash

   $ 13,207,531       $ —         $ —         $ 13,207,531   

Mutual funds

           

Balanced

     936,540,999         —           —           936,540,999   

Domestic large cap equity

     914,256,296         —           —           914,256,296   

Domestic mid cap equity

     133,736,963         —           —           133,736,963   

Domestic small cap equity

     184,007,796         —           —           184,007,796   

Fixed income

     356,286,254         —           —           356,286,254   

Global equity

     182,036,098         —           —           182,036,098   

International developed equity

     174,471,375         —           —           174,471,375   

Money market

     —           344,883,223         —           344,883,223   

Collective investment funds

           

Domestic large cap equity

     —           255,218,218         —           255,218,218   

Domestic small cap equity

     —           36,901,081         —           36,901,081   

Fixed income

     —           36,110,923         —           36,110,923   

International developed equity

     —           106,173,276         —           106,173,276   

Common stock

     433,285,380         —           —           433,285,380   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total non-Master Trust investments

   $ 3,327,828,692       $ 779,286,721       $ —         $ 4,107,115,413   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

7. Net Depreciation in Fair Value of Investments

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in fair value as follows for the year ended December 31, 2011:

 

Mutual funds

   $ (153,379,582

Collective investment funds

     (7,971,194

Common stock

     (277,360,429
  

 

 

 

Net depreciation in fair value of investments

   $ (438,711,205
  

 

 

 

 

21


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

8. Plan Termination

Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event the Plan terminates, the total amounts credited to the accounts of each participant become fully vested, no further allocations shall be made, and no eligible employee shall become a participant after the date of termination.

 

9. Related Party Transactions

Certain investment alternatives offered under the Plan are managed by Merrill Lynch Investment Managers, L.P., an affiliate of the Company. Consequently, parties-in-interest may nominally participate in certain transactions involving Plan assets.

Retirement Services, a division of MLPF&S, a subsidiary of the Company, and BANA perform administrative services for the Plan. Employees of these affiliates may also be participants in the Plan. Certain other administrative functions are performed by employees of the Corporation who may also be participants in the Plan. No such employee receives compensation from the Plan. Fees paid by the Plan for investment management services are depicted in the mutual fund prospectus in the designated investment alternatives and were included as a reduction of the return earned on such fund.

As of December 31, 2010, the Plan held cash funds advised by BlackRock Investment Management LLC (BlackRock) totaling $13,207,531 and investments in mutual funds and collective funds managed by BlackRock totaling $2,370,599,710 and $392,709,299, respectively. BlackRock is an indirect, wholly owned subsidiary of BlackRock Inc. At that time, the Corporation owned a 7% economic interest in BlackRock, Inc. All of the Corporation’s interest in BlackRock was sold effective June 1, 2011.

As of December 31, 2011 and 2010, the Plan held investments in BAC common stock totaling $220,504,940 and $433,285,380, respectively. The Plan earned dividends of $1,437,237 on BAC common stock held during the year ended December 31, 2011.

 

22


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

10. Reconciliation to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:

 

     December 31  
     2011      2010  

Net assets available for benefits per the financial statements

   $ 4,119,470,917       $ 4,421,536,374   

Adjustment from contract value to fair value for fully benefit-responsive investment contracts

     9,354,916         5,775,346   
  

 

 

    

 

 

 

Net assets available for benefits per Form 5500

   $ 4,128,825,833       $ 4,427,311,720   
  

 

 

    

 

 

 

The following is a reconciliation of total income per the financial statements to Form 5500:

 

     Year Ended
December 31, 2011
 

Total additions per the financial statements

   $ 24,059,742   

Adjustment from contract value to fair value for fully benefit-responsive investment contracts

  

End of year

     9,354,916   

Beginning of year

     (5,775,346
  

 

 

 

Total income per Form 5500

   $ 27,639,312   
  

 

 

 

 

11. Federal Income Tax Status

The Internal Revenue Service (IRS) has determined and informed the Company by letter dated July 22, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended and restated since receiving the determination letter. In January of 2010, the Plan Sponsor filed for an updated determination letter. The application is currently pending review by the IRS.

 

23


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

11. Federal Income Tax Status (Continued)

 

The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

Under present federal income tax laws, a participating employee will not be subject to federal income taxes on the contributions by the employer, or on the interest, dividends or profits on the sale of investments received by the Plan’s Trustee, until the participating employee’s account is distributed.

GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not to be sustained upon examination by the IRS. The tax positions taken by the Plan have been analyzed and, as of December 31, 2011, there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2008.

 

12. Subsequent Events

In preparing the Plan’s financial statements, subsequent events or transactions have been evaluated for potential recognition. Plan management determined that there are no subsequent events or transactions that require disclosure to or adjustment in the financial statements except as disclosed below:

 

   

Beginning July 1, 2012, the following changes will be made to the Plan:

 

   

Company matching contributions will increase to 100% of the first 5% of the participant’s eligible compensation contributed to the Plan as pre-tax and/or Roth 401(k) contributions.

 

   

Annual company-match maximum contributions of $2,000 or $3,000 as defined in the Plan document will be eliminated.

 

24


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

Notes to Financial Statements

December 31, 2011 and 2010

 

 

 

12. Subsequent Events (Continued)

 

   

Additional annual company contribution (representing the Company’s annual contributions to the Merrill Lynch & Co., Inc. Retirement Accumulation Plan) equal to 2% or 3% of the participant’s eligible compensation (from July 1, 2012 through December 31, 2012; and January 1 through December 31 for plan years thereafter) based on the participant’s years of vesting service will be made by the Company in the first quarter after the plan year ends.

 

   

Annual company contribution for plan year 2012 and any future employer contributions, including earnings thereon, will be fully vested after completion of 36 months of vesting service (except in the event of retirement, severance, divestiture or death) based on the participant’s years of service; and will be forfeited if a participant leaves prior to completing such vesting service requirement.

 

   

Beginning March 26, 2012, the following changes were made to the Plan’s investment alternatives:

 

   

The American Funds Growth Fund of America, Artisan Small Cap Fund, Bank of America, N.A. Core Bond Enhanced Index Trust Tier 3, Bank of America, N.A. Equity Index Trust III, Bank of America, N.A. International Index Tier 3, Bank of America, N.A. Small Cap Index Tier 3, BlackRock Balanced Capital Fund, BlackRock Basic Value Fund, BlackRock Capital Appreciation Institutional Fund, BlackRock Equity Dividend Fund, BlackRock Global Dynamic Equity Fund, BlackRock Global Small Cap Fund, BlackRock International Fund, BlackRock Large Cap Core Fund, BlackRock Large Cap Growth Fund, BlackRock Large Cap Value Fund, BlackRock Small Cap Growth II Fund, BlackRock Total Return Portfolio Fund, BlackRock Value Opportunities Fund, Columbia Mid Cap Value Fund, Columbia Small Cap Value Fund, Dodge & Cox Balanced Fund, Eaton Vance Collective Trust Tier III Fund, Harbor Mid Cap Growth Fund, Mainstay High Yield Corporate Bond Fund and the Wells Fargo Advantage Enterprise Fund were removed as investment alternatives.

 

   

The Batterymarch U.S. Small Cap Fund, BlackRock Capital Appreciation Collective Fund, BlackRock Equity Dividend Collective Fund, Dodge & Cox Stock Fund, MFS International Growth Fund, PIMCO All Asset Fund, Pyramis Small/Mid Cap Core Fund, SSgA Real Asset Fund, T. Rowe Price Institutional Large Cap Growth Fund, Vanguard Extended Market Index Fund, Vanguard Institutional Index Fund, Vanguard Total Bond Market Index Fund, Vanguard Total International Stock Index Fund and the Western Asset Core Bond Fund were added as investment alternatives.

 

25


Table of Contents

Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan

EIN 13-2740599 Plan No. 008

Schedule H, Line 4i - Schedule of Assets

December 31, 2011

 

(a)   ( b )    ( c )      ( e )  

  

 

Identity of Issue, Borrower,

Lessor, or Similar Party

  

Description of Investment Including Maturity Date,

Rate of Interest, Collateral, Par, or Maturity Value

   Number of
Shares / Units
     Current Value  
 

Money market and interest bearing cash

        
 

BLACKROCK

  

BIF MONEY FUND

     2,499,058       $ 2,499,058   
 

BLACKROCK

  

RETIREMENT RESERVES CLASS I

     5,416,644         5,416,644   
          

 

 

 
 

Total money market and interest bearing cash

           7,915,702   
          

 

 

 
 

Mutual funds

        
 

AMERICAN FUNDS

  

GROWTH FUND OF AMERICA

     5,391,810         154,852,773   
 

ARTISAN

  

SMALL CAP FUND

     1,295,970         22,809,063   
 

BLACKROCK

  

BALANCED CAPITAL FUND

     4,209,879         90,596,587   
 

BLACKROCK

  

BASIC VALUE FUND

     11,196,387         272,408,104   
 

BLACKROCK

  

CAPITAL APPRECIATION INSTITUTIONAL FUND

     6,368,135         138,061,164   
 

BLACKROCK

  

EQUITY DIVIDEND FUND

     8,714,798         158,522,169   
 

BLACKROCK

  

FFI PREMIER INSTITUTIONAL FUND

     333,234,824         333,234,824   
 

BLACKROCK

  

GLOBAL ALLOCATION FUND

     39,772,462         725,449,709   
 

BLACKROCK

  

GLOBAL DYNAMIC EQUITY FUND

     6,403,775         71,978,427   
 

BLACKROCK

  

GLOBAL SMALL CAP FUND

     4,184,626         86,370,681   
 

BLACKROCK

  

INTERNATIONAL FUND

     7,205,978         81,715,793   
 

BLACKROCK

  

LARGE CAP CORE FUND

     5,379,519         58,851,935   
 

BLACKROCK

  

LARGE CAP GROWTH FUND

     5,764,814         60,761,137   
 

BLACKROCK

  

LARGE CAP VALUE FUND

     3,067,428         44,262,979   
 

BLACKROCK

  

SMALL CAP GROWTH II FUND

     2,785,818         37,998,560   
 

BLACKROCK

  

TOTAL RETURN PORTFOLIO FUND

     5,597,291         62,521,742   
 

BLACKROCK

  

VALUE OPPORTUNITIES FUND

     3,930,403         74,402,521   
 

COLUMBIA

  

MID CAP VALUE FUND

     7,808,750         100,030,091   
 

COLUMBIA

  

SMALL CAP VALUE FUND

     4,023,682         53,836,863   
 

DODGE & COX

  

BALANCED FUND

     1,222,311         82,444,886   
 

HARBOR

  

MID CAP GROWTH FUND INSTITUTIONAL CLASS

     3,174,688         24,857,811   
 

MAINSTAY

  

HIGH YIELD CORP BOND FUND

     11,684,641         67,770,918   
 

PIMCO

  

TOTAL RETURN PORTFOLIO INSTITUTIONAL FUND

     18,091,777         196,657,619   
 

TEMPLETON

  

INSTITUTIONAL FOREIGN EQUITY SERIES FUND

     4,817,963         82,098,086   
 

VANGUARD

  

INFLATION-PROTECTED FUND

     3,939,636         44,478,490   
 

WELLS FARGO

  

ADVANTAGE ENTERPRISE FUND

     468,424         15,926,430   
          

 

 

 
 

Total mutual funds

           3,142,899,362   
          

 

 

 
 

Collective investment funds

        
*  

BANK OF AMERICA, N.A.

  

CORE BOND ENHANCED INDEX TRUST TIER 3

     2,150,056         49,666,286   
*  

BANK OF AMERICA, N.A.

  

EQUITY INDEX TRUST III

     1,885,215         209,239,958   
*  

BANK OF AMERICA, N.A.

  

INTERNATIONAL INDEX TIER 3

     4,560,447         77,299,578   
*  

BANK OF AMERICA, N.A.

  

SMALL CAP INDEX TIER 3

     1,362,018         27,608,109   
 

BLACKROCK

  

LIFEPATH INDEX 2015 FUND Q CLASS

     166,820         1,799,990   
 

BLACKROCK

  

LIFEPATH INDEX 2020 FUND Q CLASS

     99,746         1,042,341   
 

BLACKROCK

  

LIFEPATH INDEX 2025 FUND Q CLASS

     217,714         2,211,973   
 

BLACKROCK

  

LIFEPATH INDEX 2030 FUND Q CLASS

     131,822         1,303,722   
 

BLACKROCK

  

LIFEPATH INDEX 2035 FUND Q CLASS

     76,526         736,943   
 

BLACKROCK

  

LIFEPATH INDEX 2040 FUND Q CLASS

     66,444         625,239   
 

BLACKROCK

  

LIFEPATH INDEX 2045 FUND Q CLASS

     80,135         737,246   
 

BLACKROCK

  

LIFEPATH INDEX 2050 FUND Q CLASS

     16,668         152,187   
 

BLACKROCK

  

LIFEPATH INDEX 2055 FUND Q CLASS

     33,754         319,985   
 

BLACKROCK

  

LIFEPATH INDEX RETIREMENT FUND Q CLASS

     32,430         370,681   
 

EATON VANCE

  

COLL TR TIER III FUND

     4,307,613         35,279,351   
          

 

 

 
 

Total collective investment funds

           408,393,589   
          

 

 

 
 

Common stock

        
*  

BANK OF AMERICA CORPORATION

  

COMMON STOCK

     39,659,162         220,504,940   
          

 

 

 
 

Total common stock

           220,504,940   
          

 

 

 
 

Total non-Master Trust investments

         $ 3,779,713,593   
          

 

 

 
*  

Participant loans

  

INTEREST RATES RANGING FROM 3.25% TO 9.75%

      $ 89,402,407   
          

 

 

 

 

* Investments with parties-in-interest as defined under ERISA.

Column (d) Cost was omitted as all investments are participant-directed.

 

26


Table of Contents

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Merrill Lynch & Co., Inc. 401(k) Savings and Investment Plan
Date: June 27, 2012    

/s/ SUSAN E. KELLY

   

Senior Vice President

Retirement Service Delivery Executive

Bank of America Corporation

 

27


Table of Contents

Exhibit Index

 

Exhibit
No.

  

Description

23.1    Consent of Morris, Davis & Chan LLP, Independent Registered Public Accounting Firm.

 

28