Subsidiary Information June 30, 2024 – Unaudited (BAC 06.30.2024 MLPFS Balance Sheet Only Public Final ADA
(SEC ID No. 8-07221)
Consolidated Balance Sheet (Unaudited)
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Table of Contents (Unaudited) |
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Page(s) |
Consolidated Balance Sheet (Unaudited) |
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Notes to the Consolidated Balance Sheet (Unaudited) |
2-13 |
Consolidated Balance Sheet (Unaudited)
(Dollars in millions, except share and per share amounts)
ASSETS
Cash and cash equivalents |
$ |
2,421 |
Cash segregated for regulatory purposes or deposited with clearing organizations |
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1,549 |
Securities financing transactions |
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Receivables under resale agreements |
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12,137 |
Receivables under securities borrowed transactions |
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331 |
Total securities financing transactions |
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12,468 |
Trading assets, at fair value |
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Equities |
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276 |
Other |
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2 |
Total trading assets, at fair value |
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278 |
Other receivables |
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Customers |
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6,729 |
Brokers and dealers |
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178 |
Interest and other, including loans due from affiliates |
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3,228 |
Total other receivables |
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10,135 |
Right-of-use lease assets |
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933 |
Equipment and facilities, net |
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234 |
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1,813 |
Other assets |
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76 |
Total assets |
$ |
29,907 |
LIABILITIES |
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Securities financing transactions |
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Payables under securities loaned transactions |
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2,036 |
Trading liabilities, at fair value (includes |
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Equities |
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271 |
Other |
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1 |
Total trading liabilities, at fair value |
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272 |
Other payables |
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Customers |
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12,733 |
Brokers and dealers |
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155 |
Compensation and benefits |
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687 |
Interest and other |
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2,782 |
Loans due to affiliates |
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7 |
Lease liabilities |
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985 |
Total other payables |
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17,349 |
Contingencies and guarantees (See Note 10) |
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Total liabilities |
$ |
19,657 |
STOCKHOLDER'S EQUITY |
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Common stock, par value |
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- |
Paid-in capital |
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6,764 |
Retained earnings |
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3,486 |
Total stockholder's equity |
$ |
10,250 |
Total liabilities and stockholder's equity |
$ |
29,907 |
The accompanying notes are an integral part of the Consolidated Balance Sheet.
1
Notes to the Consolidated Balance Sheet (Unaudited)
1. Organization
Description of Business
The Company provides its clients with investment-related products and services, including brokerage services and discretionary and non-discretionary investment advisory services through its investment advisory programs. Through its retirement group, the Company provides a wide variety of investment and custodial services to Individual Retirement Accounts (IRAs) and other retirement plans for small businesses. The Company also provides investment, administration, communications, and consulting services to corporations and their employees for their retirement programs, including 401(k), pension, profit-sharing, and nonqualified deferred compensation plans. In addition, the Company provides financing to clients through margin lending and other extensions of credit. Certain products and services may be provided through affiliates.
The Company is a wholly-owned indirect subsidiary of
2. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
The Consolidated Balance Sheet is presented in conformity with accounting principles generally accepted in
The Consolidated Balance Sheet includes the accounts of the Company and its majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated. Assets held in an agency or fiduciary capacity are not included in the Consolidated Balance Sheet.
The Company generally consolidates those variable interest entities (VIEs) where the Company is the primary beneficiary. At
The preparation of the Consolidated Balance Sheet in conformity with accounting principles generally accepted in
Cash and Cash Equivalents
The Company defines cash equivalents as short-term, highly liquid securities, and interest-earning deposits with maturities, when purchased, of 90 days or less, that are not used for trading purposes.
Cash Segregated for Regulatory Purposes or Deposited with Clearing Organizations
The Company maintains relationships with clients and is therefore obligated by rules mandated by its primary regulator, the
Included in Cash segregated for regulatory purposes or deposited with clearing organizations at
Securities Financing Transactions
Securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase ("securities financing transactions") are treated as collateralized financing transactions. Generally, these agreements are recorded at acquisition or sale price plus accrued interest.
The Company's policy is to monitor the market value of the principal amount loaned and obtain collateral from or retucollateral pledged to counterparties when appropriate. Securities financing transactions do not create material credit risk due to these collateral provisions; therefore, an allowance for loan losses is not necessary.
2
Notes to the Consolidated Balance Sheet (Unaudited)
The Company may use securities received as collateral for resale agreements to satisfy regulatory requirements such as SEA Rule 15c3-3. At
Securities borrowed transactions require the Company to provide the counterparty with collateral in the form of cash, letters of credit, or other securities. The Company receives collateral in the form of cash or other securities for securities loaned transactions.
The carrying values of securities financing transactions approximate fair value as these items are not materially sensitive to shifts in market interest rates because of their short-term nature and/or variable interest rates or to credit risk because securities financing transactions are substantially collateralized.
Refer to Note 6 - Securities Financing Transactions for further information.
Trading Assets and Liabilities
Trading assets and liabilities primarily consist of equity securities held by the Company in connection with dividend reinvestment plans (DRIP) participated in by the Company's customers.
Financial instruments utilized in trading activities are carried at fair value. Fair value is generally based on quoted market prices for the same or similar assets and liabilities. If these market prices are not available, fair values are estimated based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques where the determination of fair value may require significant management judgment or estimation.
Other Receivables and Payables
Customers
Customer securities transactions are recorded on a settlement date basis. Receivables from and payables to customers include amounts due on cash and margin transactions. Securities owned by customers, including those that collateralize margin or other similar transactions, are not reflected on the Consolidated Balance Sheet.
Margin loans represent credit extended to customers to finance their purchases of securities by borrowing against securities they own and are fully collateralized by these securities in customer accounts. Collateral is maintained at required levels at all times. The borrowers of a margin loan are contractually required to continually adjust the amount of the collateral as its fair value changes. The Company applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for margin loans. Expected losses are assumed not to have a material impact to the Consolidated Balance Sheet.
Brokers and Dealers
Receivables from brokers and dealers primarily include amounts receivable for securities not delivered by the Company to a purchaser by the settlement date ("fails to deliver"), margin deposits, and commissions. Payables to brokers and dealers primarily include amounts payable for securities not received by the Company from a seller by the settlement date ("fails to receive"). These accounts generally settle daily and due to the short-term nature of brokers and dealers receivable, the credit exposure is limited. Expected credit losses are assumed not to have a material impact to the Consolidated Balance Sheet.
Interest and Other
Interest and other receivables include interest on customer receivables and securities financing transactions, receivables from affiliates, dividends receivable, income taxes, commissions and fees, and other receivables. The Company performs qualitative analyses, including consideration of historical losses and current economic conditions, to estimate any expected credit losses which are recorded as a contra-asset against the amortized cost basis of the financial asset.
Interest and other payables include interest payable for securities financing transactions, income taxes, payables to affiliates, and other payables.
Compensation and Benefits
Compensation and benefits payables consist of salaries payable, financial advisor compensation, incentive and deferred compensation, payroll taxes, pension, and other employee benefits.
Loans Due to Affiliates
Loans due to affiliates consist of unsecured borrowings with
Leases
The Company's lessee arrangements are comprised of operating leases. Under these arrangements, the Company records right-of- use assets and lease liabilities at lease commencement. All leases are recorded on the Consolidated Balance Sheet, except for leases with an initial term of less than 12 months for which the Company made the short-term lease election.
The Company made an accounting policy election not to separate lease and non-lease components of a contract that is or contains a lease for its real estate and equipment leases. As such, lease payments represent payments on both lease and non-lease components. At lease commencement, lease liabilities are recognized based on the present value of the remaining lease payments
3
Notes to the Consolidated Balance Sheet (Unaudited)
and discounted using the Company's incremental borrowing rate. Right-of-use assets initially equal the lease liability, adjusted for any lease payments made prior to lease commencement and for any lease incentives. Refer to Note 9 - Leases for further information.
The Company assesses its fair value against its carrying value, including goodwill, as measured by Stockholder's Equity. In performing its goodwill impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the Company's fair value is less than its carrying value. Qualitative factors include, among other things, macroeconomic conditions, industry and market considerations, financial performance, and other relevant Company-specific considerations. If the Company concludes it is more likely than not that its fair value is less than its carrying value, a quantitative assessment is performed. The Company has an unconditional option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative goodwill impairment test. The Company may resume performing the qualitative assessment in any subsequent period.
When performing the quantitative assessment, if the Company's fair value exceeds its carrying value, goodwill would not be considered impaired. If the carrying value of the Company exceeds its fair value, goodwill would be considered impaired for the amount by which equity exceeds its fair value. The amount of impairment recognized cannot exceed the amount of the Company's goodwill. Impairment establishes a new basis in the goodwill, and subsequent reversals of impairment are not permitted under applicable accounting guidance.
The Company had no unamortized intangible assets with finite lives as of
Intangible assets deemed to have indefinite useful lives are not subject to amortization. This consists of the Company's proportion of the value assigned to the Merrill Lynch brand name. Impairment is recognized if the carrying value of the intangible asset with an indefinite life exceeds its fair value.
Refer to Note 7 -
Other Assets
Other assets consist primarily of equipment and facilities, prepaid expenses and deferred charges. Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized using the straight-line method over the estimated useful lives of the assets. The cost of certain facilities shared with affiliates is allocated to the Company by
Fair Value
The Company measures the fair values of its assets and liabilities, where applicable, in accordance with accounting guidance that requires an entity to base fair value on exit price. Under this guidance, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value. Under applicable accounting standards, fair value measurements are categorized into one of three levels based on the inputs to the valuation technique with the highest priority given to unadjusted quoted prices in active markets and the lowest priority given to unobservable inputs. The Company categorizes its fair value measurements of financial instruments based on this three-level hierarchy.
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include equity securities that are traded in an active exchange market.
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include equity securities with quoted prices that are traded less frequently than exchange-traded instruments.
Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the overall fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments for which the determination of fair value requires significant management judgment or estimation. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.
See Note 5 - Fair Value Measurements for further information.
Income Taxes
Gross deferred tax assets and liabilities represent decreases or increases in taxes expected to be paid in the future because of future reversals of temporary differences in the bases of assets and liabilities as measured by tax laws and their bases as reported in the balance sheet. Deferred tax assets are also recognized for tax attributes such as net operating loss carryforwards and tax credit carryforwards. Valuation allowances are recorded to reduce deferred tax assets to the amounts management concludes are more likely than not to be realized.
4
Notes to the Consolidated Balance Sheet (Unaudited)
Income tax benefits are recognized and measured based upon a two-step model: first, a tax position must be more likely than not to be sustained based solely on its technical merits in order to be recognized, and second, the benefit is measured as the largest dollar amount of that position that is more likely than not to be sustained upon settlement. The difference between the benefit recognized and the tax benefit claimed on a tax retuis referred to as an unrecognized tax benefit. The Company records income tax-related interest and penalties, if applicable, within Income tax expense.
The Company is included in the
Under the intercompany tax allocation agreements, tax benefits associated with net operating losses (NOLs) (or other tax attributes) of the Company are payable to the Company generally upon utilization in
In addition, under these agreements, substantially all current income taxes (federal, combined and unitary state) are recorded as income tax receivable and payable due to affiliate, which are included on the Consolidated Balance Sheet within Interest and other receivables, including loans due from affiliates, Interest and other payables, and Loans due to affiliates, and is settled on at least an annual basis.
In accordance with
See Note 13 - Income Taxes for further discussion of income taxes.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are remeasured at period-end rates of exchange.
3. Related Party Transactions
The Company enters into securities financing transactions with affiliates. The Company also provides certain investment management, brokerage, trust, and other securities services to affiliated companies, and contracts a variety of services from
The following table summarizes related party assets and liabilities as of
(Dollars in millions)
Assets
Cash and cash equivalents Receivables under resale agreements Receivables under securities borrowed transactions Brokers and dealers receivables
Interest and other, including loans due from affiliates
Total assets
Liabilities
- 1,870
12,137
331
3
2,438
- 16,779
Payables under securities loaned transactions |
$ |
2,036 |
Customers payables |
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65 |
Brokers and dealers payables |
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7 |
Interest and other payables |
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841 |
Loans due to affiliates |
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7 |
Total |
$ |
2,956 |
The Company has established unsecured borrowing agreements with
Certain of these agreements are revolving senior lines of credit, which have a term of six months. Interest is based on prevailing short-term market rates. The credit lines will be automatically extended for another six-month term unless specific actions are taken
5
Notes to the Consolidated Balance Sheet (Unaudited)
180 days prior to the maturity date. These arrangements are summarized below:
Revolving Lines of Credit
(Dollars in millions) |
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Committed/ |
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Outstanding |
Borrower |
Lender |
Uncommitted |
Limit |
Maturity |
Balance |
MLPF&S |
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Uncommitted $ |
9,000 |
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7 |
MLPF&S |
MLBTC |
Uncommitted |
5,000 |
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- |
MLPF&S |
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Committed |
1,000 |
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- |
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Uncommitted |
100 |
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- |
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$ |
7 |
Managed Account Advisors LLC is a wholly-owned, consolidated subsidiary of MLPF&S
The Company also has an intraday line of credit, in which intraday liquidity is provided through daylight overdraft of the demand deposit accounts held by the Company at BANA. This arrangement is summarized below:
Intraday Lines of Credit
(Dollars in millions) |
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Committed/ |
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Borrower |
Lender |
Uncommitted |
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Limit |
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Outstanding Balance |
MLPF&S |
BANA |
Committed |
$ |
3,500 |
$ |
- |
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$ |
- |
Other subsidiaries of MLPF&S engage in lending transactions with
Refer to Note 8 - Subordinated Borrowing and Other Financing for information on the subordinated borrowing between the Company and
4. Risks and Uncertainties
Market Risk
Market risk is the risk that changes in market conditions may adversely impact the value of assets, liabilities, and assets under management. In the event of market stress, these risks could have a material impact on our results.
Market Liquidity Risk
Market liquidity risk represents the risk that the level of expected market activity changes dramatically and, in certain cases, may even cease. This exposes the Company to the risk that the Company will not be able to transact business and execute trades in an orderly manner, which may impact results. The impact could be further exacerbated if expected hedging or pricing correlations are compromised by disproportionate demand or lack of demand for certain instruments.
Liquidity Risk
The Company's primary liquidity risk management objective is to meet expected and unexpected cash flow and collateral requirements while continuing to support the Company's business and customers under a range of economic conditions. To achieve that objective, the Company analyzes and monitors its liquidity risk under expected and stressed conditions, maintains liquidity and access to diverse funding sources and seeks to align liquidity-related incentives and risks. The Company defines liquidity as readily available assets, limited to cash and high-quality, liquid, unencumbered securities that the Company can use to meet contractual and contingent financial obligations as those obligations arise. In addition, the Company is supported through committed and uncommitted borrowing arrangements with
Counterparty Credit Risk
The Company is exposed to risk of loss if an individual, counterparty, or issuer fails to perform its obligations under contractual terms ("default risk"). Cash instruments expose the Company to default risk.
Financial services institutions and other counterparties are interrelated because of trading, funding, clearing, or other relationships. Defaults by one or more counterparties, or market uncertainty about the financial stability of one or more financial services institutions, or the financial services industry generally, could lead to market-wide liquidity disruptions, losses, defaults and related disputes and litigation.
6
Notes to the Consolidated Balance Sheet (Unaudited)
The Company has established policies and procedures for mitigating counterparty credit risk, including reviewing and establishing limits for credit exposure, maintaining qualifying collateral, and continually assessing the creditworthiness of counterparties.
In the normal course of business, the Company executes, settles, and finances various customer securities transactions. Execution of these transactions includes the purchase and sale of securities by the Company. These activities may expose the Company to default risk arising from the potential that customers or counterparties may fail to satisfy their obligations. In these situations, the Company may be required to purchase or sell financial instruments at unfavorable market prices to satisfy obligations to other customers or counterparties. In addition, the Company seeks to control the risks associated with its customer margin activities by requiring customers to maintain collateral in compliance with regulatory and internal guidelines.
Liabilities to other brokers and dealers related to unsettled transactions (i.e., fails to receive) are recorded at the amount for which the securities were purchased, and are paid upon receipt of the securities from other brokers or dealers. In the case of aged fails to receive, the Company may purchase the underlying security in the market and seek reimbursement for losses from the counterparty.
Concentrations of Credit Risk
The Company's exposure to credit risk associated with its activities is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. Concentrations of credit risk can be affected by changes in political, industry, or economic factors. To reduce the potential for risk concentration, credit limits are established and monitored in light of changing counterparty and market conditions. The Company's concentrations of credit risk could adversely affect financial condition.
Concentration of Risk to the
At
5. Fair Value Measurements
Under applicable accounting standards, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair values of its financial instruments under applicable accounting standards and conducts a review of fair value hierarchy classifications on a quarterly basis. Transfers into or out of fair value hierarchy classifications are made if the significant inputs used in the financial models measuring the fair values of the assets and liabilities become unobservable or observable in the current marketplace. For more information regarding the fair value hierarchy and how the Company measures fair value, see Note 2 - Summary of Significant Accounting Policies.
Valuation Techniques
The following section outlines the valuation methodologies for the Company's assets and liabilities. While the Company 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 estimate of fair value at the reporting date.
During 2024, there were no significant changes to valuation approaches or techniques that had, or are expected to have, a material impact on the Company's Consolidated Balance Sheet.
Trading Assets and Liabilities
The fair values of trading assets and liabilities are primarily based on actively traded markets where prices are based on either direct market quotes or observed transactions. Liquidity is a significant factor in the determination of the fair values of trading assets and liabilities. Market price quotes may not be readily available for some positions such as positions within a market sector where trading activity has slowed significantly or ceased.
Recurring Fair Value
Assets and liabilities carried at fair value on a recurring basis at
7
Notes to the Consolidated Balance Sheet (Unaudited)
accounts for under the fair value option, are summarized in the following table.
(Dollars in millions) |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
Assets |
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Trading assets |
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Equities |
$ |
254 |
$ |
22 |
$ |
- |
$ |
276 |
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Other |
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- |
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2 |
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- |
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2 |
Total assets |
$ |
254 |
$ |
24 |
$ |
- |
$ |
278 |
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Liabilities |
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Trading liabilities |
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Equities |
$ |
249 |
$ |
22 |
$ |
- |
$ |
271 |
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Other |
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- |
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1 |
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- |
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1 |
Total liabilities |
$ |
249 |
$ |
23 |
$ |
- |
$ |
272 |
Short-Term Financial Instruments
Certain financial instruments are not carried at fair value or only a portion of the ending balance is carried at fair value on the Consolidated Balance Sheet.
The carrying value of short-term financial instruments, including cash and cash equivalents, cash segregated for regulatory purposes or deposited with clearing organizations, other receivables and payables from and to customers and brokers and dealers, loans due to affiliates, interest and other receivables and payables, and securities financing transactions approximates the fair value of these instruments. These financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market.
Under the fair value hierarchy, cash and cash equivalents and cash segregated for regulatory purposes or deposited with clearing organizations are classified as Level 1. Other receivables and payables from and to customers and brokers and dealers, loans due to affiliates, interest and other receivables and payables are classified as Level 2. Securities financing transactions are classified as Level 2 because they are generally short-dated and/or variable-rate instruments collateralized by
Fair Value Option Election
The Company elects to account for trading liabilities related to the Company's DRIP program under the fair value option. This represents the Company's obligation to settle the fractional shares in cash equal to the fair value at the date of settlement. The fair value option has been elected for the Company's DRIP program obligations to offset the changes in the corresponding trading assets, which are recognized at fair value.
6. Securities Financing Transactions
The Company enters into securities financing transactions with affiliates which include securities borrowed or purchased under agreements to resell and securities loaned or sold under agreements to repurchase. These securities financing transactions are to obtain securities for settlement, meet its regulatory reserve requirements under SEA Rule 15c3-3, and maintain liquidity.
Offsetting of Securities Financing Transactions
Substantially all of the Company's securities financing activities are transacted under legally enforceable master agreements that give the Company, in the event of default by the counterparty, the right to liquidate securities held and to offset receivables and payables with the same counterparty. The Company may offset repurchase and resale transactions with the same counterparty on the Consolidated Balance Sheet where it has such a legally enforceable master netting agreement and the transactions have the same maturity date.
The table below presents securities financing transactions included on the Company's Consolidated Balance Sheet at
8
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Subsidiary Information June 30, 2024 – Unaudited (BAC 06.30.2024 BofAS Prime Balance Sheet Only Public Final ADA
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