##### Table of Contents





UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
  X

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31,
    2010ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission file
    number: 1-7182
  MERRILL LYNCH & CO., INC.
    Delaware

13-2740599(State or other jurisdiction of

(I.R.S. Employer Identification No.)incorporation or organization)Bank of America Corporate Center
    100 N. Tryon Street 
    Charlotte, North Carolina

28255(Address of principal executive offices)

(Zip Code)(704) 386-5681Registrants telephone number, including area code:      X YES           NO
  Regulation S-T
  YES           NO
  Rule 12b-2
  Large
    accelerated filer
    Accelerated filer
    Non-accelerated
    filer X
    Smaller reporting company (Do not check if a smaller
    reporting company)
  Rule 12b-2  YES      X     NO
  APPLICABLE ONLY TO CORPORATE
    ISSUERS:
      The registrant is a wholly owned subsidiary of Bank of
    America Corporation and meets the conditions set forth in
    General Instructions H(1)(a) and (b) of
    Form 10-Q
    and is therefore filing this Form with a reduced disclosure
    format as permitted by Instruction H (2).




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##### 





QUARTERLY
    REPORT ON
    FORM 10-Q
    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010
    TABLE OF CONTENTS
  Part I. Financial
    InformationItem 1. Financial Statements
    (Unaudited)Condensed Consolidated Statements of Earnings


2Condensed Consolidated Balance Sheets


3Condensed Consolidated Statements of Cash
    Flows


5Condensed Consolidated Statements of
    Comprehensive Income


6Notes to Condensed Consolidated Financial
    StatementsNote 1. Summary of Significant Accounting
    Policies


7Note 2. Transactions with Bank of America


18Note 3. Segment and Geographic
    Information


20Note 4. Fair Value Disclosures


21Note 5. Fair Value of Financial
    Instruments


35Note 6. Derivatives


36Note 7. Securities Financing Transactions


48Note 8. Investment Securities


49Note 9. Securitizations and Other Variable
    Interest Entities (VIEs)


52Note 10. Loans, Notes, and Mortgages and
    Related Commitments to Extend Credit


61Note 11. Goodwill and Intangible Assets


63Note 12. Borrowings and Deposits


64Note 13. Stockholders Equity and
    Earnings Per Share


66Note 14. Commitments, Contingencies and
    Guarantees


67Note 15. Employee Benefit Plans


71Note 16. Regulatory Requirements


71Item 2. Managements Discussion and
    Analysis of Financial Condition and Results of OperationsIntroduction


73Executive Overview


75Results of Operations


77Off-Balance Sheet Exposures


79Funding and Liquidity


81Item 3. Quantitative and Qualitative
    Disclosures About Market Risk


84Item 4. Controls and Procedures


84Part II. Other InformationItem 1. Legal Proceedings


85Item 1A. Risk Factors


87Item 6. Exhibits


87Signatures


88Exhibit Index


89EX-12EX-31.1EX-31.2EX-32.1EX-32.2   1




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##### Table of Contents



PART I  Item 1.
    Financial
    Statements  Merrill
    Lynch & Co., Inc. and Subsidiaries
 Condensed
    Consolidated Statements of Earnings (Unaudited)
  Three Months Ended

Three Months Ended(dollars in millions)

March 31, 2010

March 31, 2009RevenuesPrincipal transactions

$
3,218


$
5,914Commissions


1,467



1,380Managed account and other fee-based revenues


1,051



1,156Investment banking


667



606Earnings from equity method investments


281



40Other income


1,154



271Other-than-temporary
    impairment losses on AFS debt securities:Total
    other-than-temporary
    impairment losses on AFS debt securities


(105
)


-Portion of
    other-than-temporary
    impairment losses recognized in OCI on AFS debt securities


19



-Subtotal


7,752



9,367Interest and dividend revenues


1,815



4,383Less interest expense


2,040



3,455Net interest (expense)/profit


(225
)


928Revenues, net of interest expense


7,527



10,295Non-interest expensesCompensation and benefits


3,844



3,278Communications and technology


462



399Occupancy and related depreciation


305



271Brokerage, clearing, and exchange fees


280



272Advertising and market development


85



106Professional fees


144



102Office supplies and postage


43



42Other


431



451Total non-interest expenses


5,594



4,921Pre-tax earnings


1,933



5,374Income tax expense


664



1,624Net earnings

$
1,269


$
3,750Preferred stock dividends


38



15Net earnings applicable to common stockholder

$
1,231


$
3,735    See Notes to Condensed
    Consolidated Financial Statements.
 2




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##### Table of Contents



Merrill
    Lynch & Co., Inc. and SubsidiariesCondensed Consolidated Balance
    Sheets (Unaudited)
  (dollars in millions, except per share amounts)

March 31, 2010

December 31, 2009ASSETSCash and cash equivalents

$
19,784


$
15,005Cash and securities segregated for regulatory purposes or
    deposited with clearing organizations


11,239



20,430Securities financing transactionsReceivables under resale agreements (includes $48,627 in 2010
    and $41,740 in 2009 measured at fair value in accordance with
    the fair value option election)


76,710



69,738Receivables under securities borrowed transactions (includes
    $3,233 in 2010 and $2,888 in 2009 measured at fair value in
    accordance with the fair value option election)


56,141



45,422132,851



115,160Trading assets, at fair value (includes securities pledged as
    collateral that can be sold or repledged of $24,769 in 2010 and
    $25,901 in 2009):Derivative contracts


45,355



49,582Equities and convertible debentures


33,475



34,501Non-U.S.
    governments and agencies


27,350



21,256Corporate debt and preferred stock


19,966



16,779Mortgages, mortgage-backed, and asset-backed


8,414



7,971U.S. Government and agencies


2,137



1,458Municipals, money markets, physical commodities and other


13,548



8,778150,245



140,325Investment securities (includes $268 in 2010 and $253 in 2009
    measured at fair value in accordance with the fair value option
    election)


25,040



32,840Securities received as collateral, at fair value


22,963



16,346Receivables from Bank of America


29,492



20,619Other receivablesCustomers (net of allowance for doubtful accounts of $9 in 2010
    and $10 in 2009)


20,073



31,818Brokers and dealers


4,525



5,998Interest and other


13,266



14,25137,864



52,067Loans, notes, and mortgages (net of allowances for loan losses
    of $34 in 2010 and $33 in 2009) (includes $4,113 in 2010 and
    $4,649 in 2009 measured at fair value in accordance with the
    fair value option election)


35,194



37,663Equipment and facilities (net of accumulated depreciation and
    amortization of $892 in 2010 and $726 in 2009)


2,110



2,324Goodwill and other intangible assets


8,889



8,883Other assets


17,939



17,533Total Assets

$
493,610


$
479,195Assets of Consolidated VIEs Included in Total Assets Above
    (pledged as collateral)Trading assets, excluding derivative contracts

$
10,122Derivative contracts


442Investment securities


1,775Loans, notes, and mortgages (net)


3,372Other assets


2,960Total Assets of Consolidated VIEs

$
18,671  3




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Merrill
    Lynch & Co., Inc. and SubsidiariesCondensed Consolidated Balance Sheets
    (Unaudited)
  (dollars in millions, except per share amounts)

March 31, 2010

December 31, 2009LIABILITIESSecurities financing transactionsPayables under repurchase agreements (includes $44,376 in 2010
    and $37,325 in 2009 measured at fair value in accordance with
    the fair value option election)

$
74,174


$
66,260Payables under securities loaned transactions


15,232



24,91589,406



91,175Short-term borrowings (includes $7,021 in 2010 and $813 in 2009
    measured at fair value in accordance with the fair value option
    election)


7,101



853Deposits


13,473



15,187Trading liabilities, at fair valueDerivative contracts


36,114



35,120Equities and convertible debentures


16,533



13,654Non-U.S.
    governments and agencies


21,619



12,844Corporate debt and preferred stock


4,328



1,903U.S. Government and agencies


1,436



1,296Municipals, money markets and other


411



64380,441



65,460Obligation to return securities received as collateral, at fair
    value


22,963



16,346Payables to Bank of America


24,246



23,550Other payablesCustomers


36,487



39,307Brokers and dealers


12,000



14,148Interest and other (includes $201 in 2010 and $240 in 2009
    measured at fair value in accordance with the fair value option
    election)


18,486



17,08066,973



70,535Long-term borrowings (includes $46,099 in 2010 and $47,040 in
    2009 measured at fair value in accordance with the fair value
    option election)


142,248



151,399Junior subordinated notes (related to trust preferred securities)


3,557



3,552Total Liabilities


450,408



438,057COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITYPreferred Stockholders Equity; authorized
    25,000,000 shares; (liquidation preference of $100,000 per
    share; issued: 17,000 shares)


1,541



1,541Common Stockholders EquityCommon stock (par value
    $1.331/3
    per share; authorized: 3,000,000,000 shares; issued:
    1,000 shares)


-



-Paid-in capital


36,303



35,126Accumulated other comprehensive (loss) (net of tax)


(311
)


(112
)Retained earnings


5,669



4,583Total Common Stockholders Equity


41,661



39,597Total Stockholders Equity


43,202



41,138Total Liabilities and Stockholders Equity

$
493,610


$
479,195Liabilities of Consolidated VIEs Included in Total
    Liabilities AboveShort-term borrowings

$
4,956Derivative contracts


42Other liabilities


1,151Long-term borrowings


7,312Total Liabilities of Consolidated VIEs

$
13,461    See Notes to Condensed
    Consolidated Financial Statements.
 4




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Merrill
    Lynch & Co., Inc. and SubsidiariesCondensed Consolidated Statements
    of Cash Flows (Unaudited)
   Three Months Ended

Three Months Ended(dollars in millions)

March 31, 2010

March 31, 2009Cash flows from operating activities:Net earnings

$
1,269


$
3,750Adjustments to reconcile net earnings to cash (used
    for)/provided by operating activitiesDepreciation and amortization


242



303Share-based compensation expense


594



248Deferred taxes


917



1,268Earnings from equity method investments


(203
)


(40
)Other


311



2,815Changes in operating assets and liabilities:Trading assets


(6,116
)


11,228Cash and securities segregated for regulatory purposesor deposited with clearing organizations


3,666



3,499Receivables from Bank of America


(8,873
)


(17,507
)Receivables under resale agreements


(6,972
)


48,119Receivables under securities borrowed transactions


(10,719
)


(5,260
)Customer receivables


11,746



11,366Brokers and dealers receivables


1,475



7,329Proceeds from loans, notes, and mortgages held for sale


1,823



3,015Other changes in loans, notes, and mortgages held for sale


(927
)


(1,573
)Trading liabilities


15,295



(15,934
)Payables under repurchase agreements


7,914



(32,623
)Payables under securities loaned transactions


(9,683
)


(8,139
)Payables to Bank of America


696



25,213Customer payables


(2,820
)


(7,821
)Brokers and dealers payables


(2,148
)


(2,270
)Other, net


1,319



(1,957
)Cash (used for)/provided by operating activities


(1,194
)


25,029Cash flows from investing activities:Proceeds from (payments for):Maturities of
    available-for-sale
    securities


770



2,095Sales of
    available-for-sale
    securities


13,427



2,329Purchases of
    available-for-sale
    securities


(298
)


(279
)Equipment and facilities, net


49



(22
)Loans, notes, and mortgages held for investment


568



(2,418
)Other investments


1,148



2,218Cash provided by investing activities


15,664



3,923Cash flows from financing activities:Proceeds from (payments for):Commercial paper and short-term borrowings


1,235



(33,215
)Issuance and resale of long-term borrowings


2,814



1,602Settlement and repurchases of long-term borrowings


(11,988
)


(19,871
)Capital contributions from Bank of America


-



6,850Deposits


(1,714
)


(819
)Dividends


(38
)


(15
)Cash used for financing activities


(9,691
)


(45,468
)Increase/(decrease) in cash and cash equivalents


4,779



(16,516
)Cash and cash equivalents, beginning of period


15,005



52,603Cash and cash equivalents, end of period

$
19,784


$
36,087Supplemental Disclosure of Cash Flow Information:Income taxes paid (net of refunds)

$
-


$
193Interest paid


1,429



4,273  Non-cash investing and financing activities:
  During the quarter ended March 31, 2010, Merrill Lynch
    received a non-cash capital contribution of approximately
    $1 billion from Bank of America associated with certain
    employee stock awards. In addition, as of January 1, 2010,
    Merrill Lynch assumed assets and liabilities in connection with
    the consolidation of certain VIEs. See Note 9.
  In connection with the acquisition of Merrill Lynch by Bank
    of America, Merrill Lynch recorded purchase accounting
    adjustments in the quarter ended March 31, 2009, which were
    recorded as non-cash capital contributions.
   See Notes to Condensed
    Consolidated Financial Statements.
 5




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Merrill
    Lynch & Co., Inc. and SubsidiariesCondensed Consolidated Statements
    of Comprehensive Income (Unaudited)
   Three Months Ended

Three Months Ended(dollars in millions)

March 31, 2010

March 31, 2009Net earnings

$
1,269


$
3,750Other comprehensive (loss)/income, net of tax:Foreign currency translation adjustment


(59
)


229Net unrealized (loss)/gain on investment securities
    available-for-sale


(158
)


106Net deferred gain on cash flow hedges


17



39Defined benefit pension and postretirement plans


1



2Total other comprehensive (loss)/income, net of tax


(199
)


376Comprehensive income

$
1,070


$
4,126    See Notes to Condensed
    Consolidated Financial Statements.
 6




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Merrill
    Lynch & Co., Inc. and SubsidiariesNotes to Condensed Consolidated
    Financial Statements
 March 31, 2010
   Note 1.  Summary of Significant
    Accounting Policies
  Description
    of Business
    Bank of
    America Acquisition
    Basis of
    Presentation
    Form 10-K
   7




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Consolidation
    Accounting
      Consolidation , Investments  Equity Method and Joint Ventures
     8




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Securitization
    Activities
  Transfers and Servicing
  
    The transferred assets have been legally isolated from the
    transferor even in bankruptcy or other receivership;
    The transferee has the right to pledge or exchange the assets it
    received, or  
    Prior to January 1, 2010, if the entity was a QSPE the
    beneficial interest holders have the right to pledge or exchange
    their beneficial interests
    After January 1, 2010, if the transferees sole
    purpose is to engage in securitization or asset-backed
    financing, the beneficial interest holders have the right to
    pledge or exchange their beneficial interests; and  
    The transferor does not maintain effective control over the
    transferred assets (e.g., the ability to unilaterally cause the
    holder to return specific transferred assets).  Revenue
    Recognition
         9




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other-than-temporary-impairment available-for-sale
    Use of
    Estimates
    
    Valuations of assets and liabilities requiring fair value
    estimates;
    The allowance for credit losses;
    Determination of
    other-than-temporary
    impairments for
    available-for-sale
    investment securities;
    The outcome of litigation;
    The determination of which VIEs should be consolidated and,
    prior to January 1, 2010, the determination of the
    qualifying status of QSPEs;
    The realization of deferred taxes and the recognition and
    measurement of uncertain tax positions;
    The carrying amount of goodwill and intangible assets;
    The amortization period of intangible assets with definite lives;
    Incentive-based compensation accruals and valuation of
    share-based payment compensation arrangements; and
    Other matters that affect the reported amounts and disclosure of
    contingencies in the financial statements.    Fair
    Value Measurement
   10




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Investments  Debt and Equity
    Securities Derivatives and Hedging ASC 825-10-25, Financial Instruments  Recognition, Financial
    Services  Brokers and Dealers Financial Services  Investment Companies
  Fair Value Measurements and Disclosures
  over-the-counter
  and/or and/or
    Liquidity
   11




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Counterparty
    Credit Risk
      Legal
    Reserves
    Income
    Taxes
  Income Taxes
 12




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Securities
    Financing Transactions
  repo-to-maturity repo-to-maturity Repo-to-maturity
    and/or
 13




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Rule 15c3-3
  and/or
      Trading
    Assets and Liabilities
     14




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Investment
    Securities
    Marketable
    Investments
  held-to-maturity Held-to-maturity other-than-temporary, available-for-sale
    held-to-maturity available-for-sale other-than-temporary. other-than-temporary other-than-temporary, other-than-temporary
    
    Identifying securities with indicators of possible impairment;
    Analyzing individual securities with fair value less than
    amortized cost for specific factors including:  
    The estimated length of time to recover from fair value to
    amortized cost;
    The severity and duration of the fair value decline from
    amortized cost;
    Deterioration in the financial condition of the issuer;  
    Discussing evidential matter, including an evaluation of the
    factors that could cause individual securities to have an
    other-than-temporary
    impairment; 15




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
    Determining whether Merrill Lynch intends to sell the security
    or if it is more likely than not that Merrill Lynch will be
    required to sell the security before recovery of its amortized
    cost; and
    Documenting the analysis and conclusions.  Non-Qualifying
    Investments
    and/or
    other-than-temporary.
  other-than-temporary.
  Loans,
    Notes and Mortgages, Net
  ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit
    Quality
   16




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New
    Accounting Pronouncements
   17




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Note 2.  Transactions with Bank
    of America
    Sale of
    U.S. Banks to Bank of America
      Acquisition
    of BAI from Bank of America
   18




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##### Table of Contents



Asset and
    Liability Transfers
      Other
    Related Party Transactions
      (dollars in millions)

March 31, 2010

December 31, 2009Cash and cash equivalents

$
12,932


$
8,265Cash and securities segregated for regulatory purposes


6,776



3,000Receivables under resale agreements and securities borrowed
    transactions


2,120



77Trading assets


619



700Intercompany funding receivable


5,260



5,778Other receivables


1,728



2,682Other assets


57



117Total

$
29,492


$
20,619     (dollars in millions)

March 31, 2010


December 31, 2009Payables under repurchase agreements

$
10,242



$
8,307Payables under securities loaned transactions


8,938




10,326Deposits


33




35Trading liabilities


576




718Other payables


4,457




4,164Total

$
24,246



$
23,550   available-for-sale
 19




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Note 3.  Segment and Geographic
    Information
  Segment
    Information
  Segment Reporting
    Geographic
    Information
    
    United States;
    Europe, Middle East, and Africa (EMEA);
    Pacific Rim;
    Latin America; and
    Canada.    
    Revenues are generally recorded based on the location of the
    employee generating the revenue; and
    Intercompany transfers are based primarily on service agreements.    Three Months Ended

Three Months Ended(dollars in millions)

March 31, 2010

March 31, 2009Revenues, net of interest expenseEurope, Middle East, and Africa

$
2,121


$
1,935Pacific Rim


778



806Latin America


340



235Canada


73



52Total
    Non-U.S.


3,312



3,028United States
    (1)(2)


4,215



7,267Total revenues, net of interest expense

$
7,527


$
10,295   (1)
    
    U.S. results for the three
    months ended March 31, 2010 and March 31, 2009
    included gains of $0.2 billion and $2.2 billion,
    respectively, which resulted from the widening of Merrill
    Lynchs credit spreads on the carrying values of certain
    long-term borrowings, primarily structured notes.(2)
    
    Corporate net revenues and
    adjustments are reflected in the U.S. region. 20




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Note 4.  Fair Value Disclosures  Fair
    Value Accounting
  Fair
    Value Hierarchy
      Level 1.
    Financial assets and liabilities whose values are based on
    unadjusted quoted prices for identical assets or liabilities in
    an active market that Merrill Lynch has the ability to access
    (examples include active exchange-traded equity securities,
    exchange-traded derivatives, U.S. Government securities,
    and certain other sovereign government obligations).Level 2.
    Financial assets and liabilities whose values are based on
    quoted prices in markets that are not active or model inputs
    that are observable either directly or indirectly for
    substantially the full term of the asset or liability.
    Level 2 inputs include the following:  a)
    Quoted prices for similar assets or liabilities in active
    markets (examples include restricted stock and U.S. agency
    securities);  b)
    Quoted prices for identical or similar assets or liabilities in
    non-active markets (examples include corporate and municipal
    bonds, which can trade infrequently);  c)
    Pricing models whose inputs are observable for substantially the
    full term of the asset or liability (examples include most
    over-the-counter
    derivatives, including interest rate and currency
    swaps); and  d)
    Pricing models whose inputs are derived principally from or
    corroborated by observable market data through correlation or
    other means for substantially the full term of the asset or
    liability (examples include certain residential and commercial
    mortgage-related assets, including loans, securities and
    derivatives).  Level 3.
    Financial assets and liabilities whose values are based on
    prices or valuation techniques that require inputs that are both
    unobservable and significant to the overall fair value
    measurement. These inputs reflect managements view about
    the assumptions a market participant would use in pricing the
    asset or liability (examples include certain private equity
    investments, certain residential and commercial mortgage-related
    assets and long-dated or complex derivatives).   21




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Valuation
    Techniques
    U.S.
    Government and agencies
  U.S. treasury securities
  U.S. agency securities
  Non-U.S.
    governments and agencies
    Municipal
    debt
  Municipal bonds
  Auction Rate Securities (ARS)
 22




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Corporate
    and other debt
  Corporate bonds and/or cash-to-synthetic and/or
  Corporate loans and commitments cash-to-synthetic
  Mortgages,
    mortgage-backed and asset-backed
  Residential Mortgage-Backed Securities (RMBS),
    Commercial Mortgage-Backed Securities (CMBS), and
    other Asset-Backed Securities (ABS)
      Equities
  Exchange-Traded Equity Securities
  Derivative
    contracts
  Listed Derivative Contracts
  OTC Derivative Contracts
 23




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CDOs
  Investment
    securities non-qualifying
  Investments in Private Equity, Real Estate and Hedge
    Funds
  and/or
 24




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Resale
    and repurchase agreements
    Long-term
    and short term borrowings
   25




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##### Table of Contents



Recurring
    Fair Value
    Fair Value Measurements on a Recurring Basisas of March 31, 2010Netting(dollars in millions)

Level 1

Level 2

Level 3

Adj(1)

TotalAssets:Securities segregated for regulatory purposes or deposited with
    clearing organizations:Equities

$
-


$
129


$
-


$
-


$
129Corporate debt


-



623



-



-



623Non-U.S.
    governments and agencies


892



957



-



-



1,849U.S. government and agencies


665



974



-



-



1,639Total securities segregated for regulatory purposes or deposited
    with clearing organizations


1,557



2,683



-



-



4,240Receivables under resale agreements


-



48,627



-



-



48,627Receivables under securities borrowed transactions


-



3,233



-



-



3,233Trading assets, excluding derivative contracts:Equities


20,037



7,868



245



-



28,150Convertible debentures


-



5,325



-



-



5,325Non-U.S.
    governments and agencies


23,568



2,726



1,056



-



27,350Corporate debt


-



13,178



6,026



-



19,204Preferred stock


-



552



210



-



762Mortgages, mortgage-backed and asset-backed


-



2,015



6,399



-



8,414U.S. government and agencies


1,709



428



-



-



2,137Municipals and money markets


780



9,361



2,819



-



12,960Commodities and related contracts


-



588



-



-



588Total trading assets, excluding derivative contracts


46,094



42,041



16,755



-



104,890Derivative
    contracts(2)


4,591



618,512



17,249



(594,997
)


45,355Investment securities
    available-for-sale:Mortgage-backed securities  agency collateralized
    mortgage obligations


-



1,595



-



-



1,595Mortgage-backed securities  non-agency MBSs


-



931



585



-



1,516Total investment securities
    available-for-sale


-



2,526



585



-



3,111Investment securities non-qualifying


2,121



370



3,490



-



5,981Total investment securities


2,121



2,896



4,075



-



9,092Securities received as collateral


22,158



805



-







22,963Loans, notes and mortgages


-



690



3,532



-



4,222 26




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##### Table of Contents



Fair Value Measurements on a Recurring Basisas of March 31, 2010Netting(dollars in millions)

Level 1

Level 2

Level 3

Adj(1)

TotalLiabilities:Payables under repurchase agreements


-



44,376



-



-



44,376Short-term borrowings


-



7,021



-



-



7,021Trading liabilities, excluding derivative contracts:Equities


12,390



3,192



-



-



15,582Convertible debentures


-



951



-



-



951Non-U.S.
    governments and agencies


20,565



685



369



-



21,619Corporate debt


-



4,328



-



-



4,328U.S. government and agencies


1,436



-



-



-



1,436Municipals, money markets and other


411



-



-



-



411Total trading liabilities, excluding derivative contracts


34,802



9,156



369



-



44,327Derivative
    contracts(2)


4,169



621,136



9,969



(599,160
)


36,114Obligation to return securities received as collateral


22,158



805



-



-



22,963Other payables  interest and other


-



53



148



-



201Long-term borrowings


-



41,580



4,519



-



46,099   (1)
    
    Represents counterparty and
    cash collateral netting.(2)
    
    Refer to Note 6 for
    product level detail.  and/or
      and/or
  and/or
  27




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##### Table of Contents



Fair Value Measurements on a Recurring Basisas of December 31, 2009Netting(dollars in millions)

Level 1

Level 2

Level 3

Adj(1)

TotalAssets:Securities segregated for regulatory purposes or deposited with
    clearing organizations:Mortgages, mortgage-backed and asset-backed

$
-


$
5,525


$
-


$
-


$
5,525Corporate debt


-



579



-



-



579Non-U.S.
    governments and agencies


946



893



-



-



1,839U.S. government and agencies


1,046



1,541



-



-



2,587Total securities segregated for regulatory purposes or deposited
    with clearing organizations


1,992



8,538



-



-



10,530Receivables under resale agreements


-



41,740



-



-



41,740Receivables under securities borrowed transactions


-



2,888



-



-



2,888Trading assets, excluding derivative contracts:Equities


23,083



6,297



259



-



29,639Convertible debentures


-



4,862



-



-



4,862Non-U.S.
    governments and agencies


17,407



2,718



1,131



-



21,256Corporate debt


-



9,241



6,540



-



15,781Preferred stock


-



436



562



-



998Mortgages, mortgage-backed and asset-backed


-



1,680



6,291



-



7,971U.S. government and agencies


979



479



-



-



1,458Municipals and money markets


798



5,181



2,148



-



8,127Commodities and related contracts


-



651



-



-



651Total trading assets, excluding derivative contracts


42,267



31,545



16,931



-



90,743Derivative
    contracts(2)


2,218



658,264



17,939



(628,839
)


49,582Investment securities
    available-for-sale:Mortgage-backed securities  agency collateralized
    mortgage obligations


-



9,688



-



-



9,688Mortgage-backed securities  non-agency MBSs


-



1,132



473



-



1,605Total investment securities
    available-for-sale


-



10,820



473



-



11,293Investment securities non-qualifying


2,027



451



3,696



-



6,174Total investment securities


2,027



11,271



4,169



-



17,467Securities received as collateral


15,780



566



-



-



16,346Loans, notes and mortgages


-



654



4,115



-



4,769Liabilities:Payables under repurchase agreements


-



37,325



-



-



37,325Short-term borrowings


-



813



-



-



813Trading liabilities, excluding derivative contracts:Equities


12,051



1,069



-



-



13,120Convertible debentures


-



534



-



-



534Non-U.S.
    governments and agencies


12,028



430



386



-



12,844Corporate debt


-



1,903



-



-



1,903U.S. government and agencies


1,296



-



-



-



1,296Municipals, money markets and other


273



370



-



-



643Total trading liabilities, excluding derivative contracts


25,648



4,306



386



-



30,340Derivative
    contracts(2)


1,727



662,629



11,073



(640,309
)


35,120Obligation to return securities received as collateral


15,780



566



-



-



16,346Other payables  interest and other


-



54



186



-



240Long-term borrowings


-



42,357



4,683



-



47,040   (1)
    
    Represents counterparty and
    cash collateral netting.(2)
    
    Refer to Note 6 for
    product level detail. 28




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##### Table of Contents



and/or
      and/or
  and/or
    (dollars in millions)Level 3 Financial Assets and LiabilitiesThree Months Ended March 31, 2010Total Realized and Unrealized Gains or (Losses)

Total Realized and



Purchases,included in Income

Unrealized Gains

Unrealized

IssuancesBeginning

Principal

Other



or (Losses)

Gains to

and

Transfers

Transfers

EndingBalance

Transactions

Revenue

Interest

included in Income

OCI

Settlements

in

out

BalanceAssets:Trading assets, excluding derivative contracts:Equities

$
259


$
2


$
-


$
-


$
2


$
-


$
(7
)

$
31


$
(40
)

$
245Non-U.S.
    governments and agencies


1,131



(83
)


-



-



(83
)


-



(28
)


87



(51
)


1,056Corporate debt


6,540



212



-



-



212



-



(607
)


300



(419
)


6,026Preferred stock


562



(2
)


-



-



(2
)


-



(350
)


-



-



210Mortgages, mortgage-backed and asset-backed


6,291



(60
)


-



-



(60
)


-



310



22



(164
)


6,399Municipals and money markets


2,148



17



-



-



17



-



(420
)


1,074



-



2,819Total trading assets, excluding derivative contracts


16,931



86



-



-



86



-



(1,102
)


1,514



(674
)


16,755Derivative contracts, net


6,866



(419
)


-



-



(419
)


-



(135
)


1,029



(61
)


7,280Investment securities
    available-for-sale:Mortgage-backed securities - residential non-agency MBSs


473



-



(20
)


24



4



(27
)


83



52



-



585Total investment securities
    available-for-sale


473



-



(20
)


24



4



(27
)


83



52



-



585Investment securities non-qualifying


3,696



-



363



-



363



-



(434
)


-



(135
)


3,490Total investment securities


4,169



-



343



24



367



(27
)


(351
)


52



(135
)


4,075Loans, notes and mortgages


4,115



-



(151
)


46



(105
)


-



(478
)


-



-



3,532Liabilities:Trading liabilities, excluding derivative contracts:Non-U.S.
    governments and agencies


386



21



-



-



21



-



15



-



(11
)


369Total trading liabilities, excluding derivative contracts


386



21



-



-



21



-



15



-



(11
)


369Other liabilities  interest and other


186



-



30



-



30



-



(8
)


-



-



148Long-term borrowings


4,683



123



79



-



202



-



452



271



(685
)


4,519  29




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##### Table of Contents



(dollars in millions)Level 3 Financial Assets and LiabilitiesThree Months Ended March 31, 2009Total Realized and Unrealized Gains or (Losses)

Total Realized and



Purchases,included in Income

Unrealized Gains

Unrealized

IssuancesBeginning

Principal

Other



or (Losses)

Gains to

and

Transfers

EndingBalance

Transactions

Revenue

Interest

included in Income

OCI

Settlements

in (out)

BalanceAssets:Trading assets, excluding derivative contracts:Equities

$
231


$
(18
)

$
-


$
-


$
(18
)

$
-


$
184


$
(18
)

$
379Non-U.S.
    governments and agencies


30



(15
)


-



-



(15
)


-



(1
)


587



601Corporate debt


10,295



(484
)


-



-



(484
)


-



(394
)


(3,772
)


5,645Preferred stock


3,344



(109
)


-



-



(109
)


-



3,419



105



6,759Mortgages, mortgage-backed and asset-backed


7,590



(261
)


-



-



(261
)


-



(591
)


699



7,437Municipals and money markets


798



64



-



-



64



-



197



(13
)


1,046Total trading assets, excluding derivative contracts


22,288



(823
)


-



-



(823
)


-



2,814



(2,412
)


21,867Derivative contracts, net


2,307



913



-



-



913



-



441



207



3,868Investment securities
    available-for-sale:Mortgage-backed securities - residential non-agency MBSs


350



-



-



178



178



649



(92
)


2,108



3,193Total investment securities
    available-for-sale


350



-



-



178



178



649



(92
)


2,108



3,193Investment securities non-qualifying


2,761



-



(179
)


-



(179
)


-



(23
)


(65
)


2,494Total investment securities


3,111



-



(179
)


178



(1
)


649



(115
)


2,043



5,687Loans, notes and mortgages


359



-



(466
)


-



(466
)


-



266



5,985



6,144Liabilities:Trading liabilities, excluding derivative contracts:Non-U.S.
    governments and agencies


-



22



-



-



22



-



-



348



326Total trading liabilities, excluding derivative contracts


-



22



-



-



22



-



-



348



326Other liabilities  interest and other


-



-



392



-



392



-



54



1,337



999Long-term borrowings


7,480



(499
)


7



-



(492
)


-



403



(326
)


8,049       available-for-sale
 30




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##### Table of Contents



(dollars in millions)Unrealized Gains or (Losses) for Level 3 Assets and
    Liabilities Still HeldThree Months Ended March 31, 2010

Three Months Ended March 31, 2009Principal

Other





Principal

OtherTransactions

Revenue

Interest

Total

Transactions

Revenue

Interest

TotalAssets:Trading assets, excluding derivative contracts:Equities

$
(4
)

$
-


$
-


$
(4
)

$
(18
)

$
-


$
-


$
(18
)Non-U.S.
    governments and agencies


(83
)


-



-



(83
)


(15
)


-



-



(15
)Corporate debt


124



-



-



124



(487
)


-



-



(487
)Preferred stock


(2
)


-



-



(2
)


(109
)


-



-



(109
)Mortgages, mortgage-backed and asset-backed


(64
)


-



-



(64
)


(278
)


-



-



(278
)Municipals and money markets


17



-



-



17



64



-



-



64Total trading assets, excluding derivative contracts


(12
)


-



-



(12
)


(843
)


-



-



(843
)Derivative contracts, net


(366
)


-



-



(366
)


991



-



-



991Investment securities
    available-for-sale:Mortgage-backed securities - non-agency MBSs


-



(20
)


24



4



-



-



178



178Total investment securities
    available-for-sale


-



(20
)


24



4



-



-



178



178Investment securities non-qualifying


-



(206
)


-



(206
)


-



(179
)


-



(179
)Total investment securities


-



(226
)


24



(202
)


-



(179
)


178



(1
)Loans, notes and mortgages


-



22



-



22



-



(466
)


-



(466
)Liabilities:Trading liabilities, excluding derivative contracts:Non-U.S.
    governments and agencies


21



-



-



21



22



-



-



22Total trading liabilities, excluding derivative contracts


21



-



-



21



22



-



-



22Other liabilities  interest and other


-



30



-



30



-



392



-



392Long-term borrowings


110



78



-



188



(533
)


7



-



(526
)     Non-recurring
    Fair Value
   31




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##### Table of Contents



(dollars in millions)(Losses)

(Losses)Non-Recurring Basis

Three Months

Three Monthsas of March 31, 2010

Ended

EndedLevel 1

Level 2

Level 3

Total

March 31, 2010

March 31, 2009Assets:Investment securities non-qualifying

$
-


$
-


$
81


$
81


$
-


$
-Loans, notes and mortgages


-



417



1,946



2,363



(77
)


(226
)Other assets


-



-



25



25



(5
)


-Liabilities:Other payables  interest and other


-



-



31



31



(2
)


-   (dollars in millions)Non-Recurring Basisas of December 31, 2009Level 1

Level 2

Level 3

TotalAssets:Investment securities non-qualifying

$
-


$
-


$
182


$
182Loans, notes and mortgages


-



524



2,671



3,195Other assets


-



-



210



210Liabilities:Other payables  interest and other


-



-



39



39       Fair
    Value Option Election
   32




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##### Table of Contents



(dollars in millions)Changes in Fair Value For the Three

Changes in Fair Value For the ThreeMonths Ended March 31, 2010, for Items

Months Ended March 31, 2009, for ItemsMeasured at Fair Value Pursuant to the

Measured at Fair Value Pursuant to theFair Value Option Election

Fair Value Option ElectionGains/

Gains/

Total

Gains/

Gains/

Total(losses)

(losses)

Changes

(losses)

(losses)

ChangesPrincipal

Other

in Fair

Principal

Other

in FairTransactions

Revenues

Value

Transactions

Revenues

ValueAssets:Receivables under resale agreements

$
7


$
-


$
7


$
(168
)

$
-


$
(168
)Investment securities


-



(3
)


(3
)


5



(103
)


(98
)Loans, notes and mortgages


-



28



28



-



(412
)


(412
)Liabilities:Payables under repurchase agreements


14



-



14



92



-



92Short-term borrowings


(44
)


-



(44
)


(16
)


6



(10
)Other payables  interest and other


-



31



31



-



392



392Long-term
    borrowings(1)


(101
)


(67
)


(168
)


2,104



7



2,111  (1)
    
    Other revenues primarily
    represent fair value changes on non-recourse long-term
    borrowings issued by consolidated VIEs.    Resale
    and repurchase agreements
    Loans,
    notes and mortgages and loan commitments
   33




---



##### Table of Contents



and/or
  Short-term
    and long-term borrowings
        (dollars in millions)PrincipalFair Value

Amountat

Due UponMarch 31, 2010

Maturity

DifferenceAssets:Receivables under resale agreements

$
48,627


$
48,334


$
293Receivables under securities borrowed transactions


3,233



3,233



-Loans, notes and mortgages


4,113



6,417



(2,304
)Liabilities:Long-term
    borrowings(1)


46,099



52,729



(6,630
)  (1)
    
    The majority of the difference
    relates to the impact of the widening of Merrill Lynchs
    credit spreads, the change in fair value of non-recourse debt,
    and zero coupon notes issued at a substantial discount from the
    principal amount. 34




---



##### Table of Contents



(dollars in millions)PrincipalFair Value

Amountat

Due UponDecember 31,
    2009

Maturity

DifferenceAssets:Receivables under resale agreements

$
41,740


$
41,454


$
286Receivables under securities borrowed transactions


2,888



2,888



-Loans, notes and mortgages


4,649



7,236



(2,587
)Liabilities:Long-term
    borrowings(1)


47,040



50,543



(3,503
)  (1)
    
    The majority of the difference
    relates to the impact of the widening of Merrill Lynchs
    credit spreads, the change in fair value of non-recourse debt,
    and zero coupon notes issued at a substantial discount from the
    principal amount. Note 5.  Fair
    Value of Financial Instruments



The fair values of financial instruments have been derived, in
    part, by managements assumptions, the estimated amount and
    timing of future cash flows and estimated discount rates.
    Different assumptions could significantly affect these estimated
    fair values. Accordingly, the net realizable values could be
    materially different from the estimates presented below. In
    addition, the estimates are only indicative of the value of
    individual financial instruments and should not be considered an
    indication of the fair value of Merrill Lynch.



The following disclosures represent financial instruments for
    which the ending balances at March 31, 2010 and
    December 31, 2009 are not carried at fair value in their
    entirety on Merrill Lynchs Condensed Consolidated Balance
    Sheets.



Short-term
    Financial Instruments



The carrying value of short-term financial instruments,
    including cash and cash equivalents, cash and securities
    segregated for regulatory purposes or deposited with clearing
    organizations, certain securities financing transactions,
    customer and broker-dealer receivables and payables, and
    commercial paper and other short-term borrowings, approximates
    the fair value of these instruments. These financial instruments
    generally expose Merrill Lynch to limited credit risk and have
    no stated maturities or have short-term maturities and carry
    interest rates that approximate market interest rates.



Loans,
    Notes and Mortgages



Fair values were generally determined by discounting both
    principal and interest cash flows expected to be collected using
    an observable discount rate for similar instruments with
    adjustments that Merrill Lynch believes a market participant
    would consider in determining fair value. Merrill Lynch
    estimates the cash flows expected to be collected using internal
    credit risk, interest rate and prepayment risk models that
    incorporate its best estimate of current key assumptions, such
    as default rates, loss severity and prepayment speeds for the
    life of the loan. Merrill Lynch made the fair value option
    election for certain loans and loan commitments. See Note 4
    for additional information on loans for which Merrill Lynch made
    the fair value option election.


35




---



##### Table of Contents



Deposits
    Long-term
    Borrowings
      (dollars in millions)March 31, 2010

December 31, 2009Book Value

Fair Value

Book Value

Fair ValueFinancial assetsLoans, notes and
    mortgages(1)

$
35,194


$
34,991


$
37,663


$
37,715Financial liabilitiesDeposits


13,473



13,473



15,187



15,187Long-term
    borrowings(2)


145,805



154,020



154,951



162,645  (1)
    
    Loans are presented net of
    allowance for loan losses. The fair value is determined based on
    the present value of future cash flows using credit spreads or
    risk adjusted rates of return that a buyer of the portfolio
    would require. Merrill Lynch expects to collect the principal
    cash flows underlying the book values as well as the related
    interest cash flows.(2)
    
    Includes junior subordinated
    notes (related to trust preferred securities).   Note 6.  Derivatives
    net-by-counterparty
 36




---



##### Table of Contents



Trading
    derivatives
    Derivatives
    that Contain a Significant Financing Element
    Non-trading
    derivatives
    1.
    Merrill Lynchs debt was issued in a variety of maturities
    and currencies to achieve the lowest cost financing possible.
    Merrill Lynch enters into derivative transactions to hedge these
    liabilities. Derivatives used most frequently include swap
    agreements that:  
    Convert fixed-rate interest payments into variable-rate interest
    payments;
    Change the underlying interest rate basis or reset
    frequency; and
    Change the settlement currency of a debt instrument.    2.
    Merrill Lynch uses foreign-exchange forward contracts,
    foreign-exchange options, and currency swaps to hedge its net
    investments in foreign operations, as well as other foreign
    currency exposures (e.g.,
    non-U.S. dollar
    denominated debt and expenses). These derivatives are used to
    mitigate the impact of changes in exchange rates. Changes in the
    fair value of these derivatives are reported in other revenue,
    unless net investment hedge accounting is applied.3.
    Merrill Lynch enters into futures, swaps, options and forward
    contracts to manage the price risk of certain commodity
    inventory and forecasted commodity purchases and sales. Changes
    in fair value of these derivatives are reported in principal
    transaction revenues, unless cash flow hedge accounting is
    applied. 37




---



##### Table of Contents



4.
    Merrill Lynch enters into credit default swaps to manage the
    credit risk on certain loans that are not part of trading
    activities. Changes in the fair value of these derivatives are
    reported in other revenue.    1.
    A hedge of the fair value of a recognized asset or liability
    (fair value hedge). Changes in the fair value of
    derivatives that are designated and qualify as fair value hedges
    of interest rate risk, along with the gain or loss on the hedged
    liability that is attributable to the hedged risk, are recorded
    in current period earnings as interest expense. Changes in the
    fair value of derivatives that are designated and qualify as
    fair value hedges of commodity price risk, along with the gain
    or loss on the hedged asset that is attributable to the hedged
    risk, are recorded in current period earnings in principal
    transactions.2.
    A hedge of the variability of cash flows to be received or paid
    related to a recognized asset or liability (cash flow
    hedge). Changes in the fair value of derivatives that are
    designated and qualify as cash flow hedges are recorded in OCI
    until earnings are affected by the variability of cash flows of
    the hedged asset or liability. For cash flow hedges of commodity
    contracts, the amount is reclassified out of OCI and recorded in
    principal transactions when the forecasted purchase or sale of
    the commodity occurs.3.
    A hedge of a net investment in a foreign operation (net
    investment hedge). Changes in the fair value of
    derivatives that are designated and qualify as hedges of a net
    investment in a foreign operation are recorded in the foreign
    currency translation adjustment account within OCI. Changes in
    the fair value of the hedging instruments that are associated
    with the difference between the spot rate and the contracted
    forward rate are recorded in current period earnings in interest
    expense for the quarter ended March 31, 2010 and other
    revenues for the quarter ended March 31, 2009.   38




---



##### Table of Contents



Fair
    value hedges of interest rate risk on long-term
    borrowings
  (dollars in millions)Account location

2010

2009For the three months ended March 31:Gain/(loss) recognized in income on the derivative

Interest expense

$
(214
)

$
(370
)Gain/(loss) recognized in income on the long-term
    borrowing(1)

Interest expense

$
3


$
245Gain/(loss) recognized in income due to hedge ineffectiveness

Interest expense

$
(211
)

$
(125
)As of March 31, 2010 and December 31, 2009:Carrying value of hedging derivativesTrading assets

$
3,665


$
3,362Trading liabilities

$
396


$
101Notional amount of hedging derivativesin an asset position



$
44,504


$
54,954in a liability position



$
7,542


$
4,770   (1)
    
    Excludes the impact of the
    accretion of purchase accounting adjustments made to certain
    long-term borrowings in connection with the acquisition of
    Merrill Lynch by Bank of America.  Fair
    value hedges of commodity price risk on commodity
    inventory
  (dollars in millions)Account location

2010

2009For the three months ended March 31:Gain/(loss) recognized in income on the derivative

Principal transactions

$
57


$
55Gain/(loss) recognized in income on the commodity inventory

Principal transactions

$
(61
)

$
(57
)Gain/(loss) recognized in income due to hedge ineffectiveness

Principal transactions

$
(4
)

$
(2
)As of March 31, 2010 and December 31, 2009:Carrying value of hedging derivativesTrading assets

$
117


$
78Trading liabilities

$
3


$
4Notional amount of hedging derivativesin an asset position



$
245


$
286in a liability position



$
5


$
34  39




---



##### Table of Contents



Cash
    flow hedges of commodity price risk on forecasted purchases and
    sales
  (dollars in millions)Account location

2010

2009For the three months ended March 31:Accumulated otherGain/(loss) on the derivative deferred in equity

comprehensive income

$
32


$
48Gain/(loss) reclassified into earnings in the current period

Principal transactions

$
3


$
3Gain/(loss) recognized in income due to hedge ineffectiveness

Principal transactions

$
-


$
-Amount that is expected to be reclassified into earnings in the
    next 12 months

Principal transactions

$
31


$
15As of March 31, 2010 and December 31, 2009:Carrying value of hedging derivativesTrading assets

$
35


$
10Trading liabilities

$
-


$
5Notional amount of hedging derivativesin an asset position



$
118


$
92in a liability position



$
2


$
67   Net
    investment hedges of foreign operations
  (dollars in millions)Account location

2010

2009For the three months ended March 31:Gain/(loss) on the derivative and non-derivative hedges deferred
    in equity

Accumulated other 
    comprehensive income

$
570


$
718Gain/(loss) recognized in income due to hedge ineffectiveness

Other revenue

$
-


$
(10
)Gain/(loss) recognized in income from the unused portion (time
    value) of the hedging derivative

Other revenue

$
-


$
(55
)Interest expense

$
(37
)

$
-As of March 31, 2010 and December 31, 2009:Carrying value of hedging derivatives

Trading assets

$
367


$
353Trading liabilities

$
227


$
277Carrying value of non-derivative hedges

Long-term borrowings

$
564


$
598Notional amount of hedging derivativesin an asset position



$
12,669


$
16,531in a liability position



$
10,918


$
6,098   Net
    Gains/Losses on non-trading derivatives not in hedge
    relationships
  (dollars in millions)Account location

2010

2009For the three months ended March 31:Interest rate risk

Interest expense

$
56


$
(460
)Foreign currency risk

Other revenue


(2,694
)


784Credit risk

Other revenue


(12
)


69  40




---



##### Table of Contents



ASC 830-20 Foreign Currency Transactions
  Derivative
    balances by primary risk
   41




---



##### Table of Contents



(dollars in millions)As of March 31, 2010Contract/

Trading Assets-

Contract/

Trading Liabilities-Notional(1)

Derivative Contracts

Notional(1)

Derivative ContractsInterest rate contractsSwaps

$
9,004,196


$
462,365


$
8,762,765


$
458,545Futures and forwards


2,263,752



3,036



2,332,899



3,158Written options


-



-



1,537,443



44,197Purchased options


1,520,074



44,743



-



-Foreign exchange contractsSwaps


94,877



10,247



104,391



12,780Spot, futures and forwards


239,848



7,222



251,143



8,012Written options


-



-



274,272



8,621Purchased options


285,144



8,122



-



-Equity contractsSwaps


26,879



6,627



20,707



6,823Futures and forwards


46,240



3,088



47,751



2,295Written options


-



-



408,568



18,511Purchased options


368,880



16,321



-



-Commodity contractsSwaps


55,457



8,573



45,485



8,031Futures and forwards


222,983



10,202



211,998



9,430Written options


-



-



64,861



4,717Purchased options


59,788



4,492



-



-Credit derivativesPurchased protection:Credit default swaps


644,967



41,806



355,983



12,254Total return swaps


2,557



356



2,098



797Other credit derivatives


7,018



24



5



-Written protection:


-



-



-



-Credit default swaps


371,112



11,967



654,422



36,559Total return swaps


5,213



1,161



5,566



462Other credit derivatives


-



-



5,886



82Gross derivative assets/liabilities

$
15,218,985


$
640,352


$
15,086,243


$
635,274Less: Legally enforceable master netting






(566,958
)






(566,958
)Less: Cash collateral applied






(28,039
)






(32,202
)Total derivative assets and liabilities





$
45,355






$
36,114  (1)
    
    These amounts include trading
    derivatives, non-trading derivatives and bifurcated embedded
    derivatives.  42




---



##### Table of Contents



(dollars in millions)As of December 31, 2009Contract/

Trading Assets-

Contract/

Trading Liabilities-Notional(1)

Derivative Contracts

Notional(1)

Derivative ContractsInterest rate contractsSwaps

$
10,059,442


$
472,860


$
9,748,704


$
471,423Futures and forwards


2,606,064



3,531



2,534,823



3,123Written options


-



-



1,461,830



46,521Purchased options


1,313,226



46,643



-



-Foreign exchange contractsSwaps


115,591



11,739



107,953



13,074Spot, futures and forwards


208,226



8,470



223,151



8,832Written options


-



-



264,836



10,859Purchased options


266,026



10,375



-



-Equity contractsSwaps


17,637



1,186



16,123



1,354Futures and forwards


41,821



2,999



33,844



2,165Written options


-



-



250,233



18,761Purchased options


240,650



15,596



-



-Commodity contractsSwaps


30,449



6,591



34,180



6,391Futures and forwards


202,571



10,369



185,109



9,612Written options


-



-



53,438



4,955Purchased options


50,372



4,750



-



-Credit derivativesPurchased protection:Credit default swaps


908,594



59,491



622,853



22,685Total return swaps


2,921



366



1,644



358Other credit derivatives


14,517



59



-



-Written protection:


-



-



-



-Credit default swaps


614,066



21,833



949,107



54,265Total return swaps


5,173



1,563



7,336



925Other credit derivatives


-



-



14,703



126Gross derivative assets/liabilities

$
16,697,346


$
678,421


$
16,509,867


$
675,429Less: Legally enforceable master netting






(602,157
)






(602,157
)Less: Cash collateral applied






(26,682
)






(38,152
)Total derivative assets and liabilities





$
49,582






$
35,120  (1)
    
    These amounts include trading
    derivatives, non-trading derivatives and bifurcated embedded
    derivatives.  Trading
    revenues
    Non-trading derivatives
  43




---



##### Table of Contents



(dollars in millions)For the Three Months

Principal



Other

Net InterestEnded March 31, 2010

Transactions

Commissions

Revenues(1)

Profit/ (Expense)

TotalInterest rate risk

$
767


$
18


$
6


$
84


$
875Foreign exchange risk


87



-



-



(1
)


86Equity risk


493



775



36



195



1,499Commodity risk


149



-



(1
)


(32
)


116Credit risk


1,548



10



159



397



2,114Total trading  related


3,044



803



200



643



4,690Non-trading related


174



664



868



(868
)


838Total

$
3,218


$
1,467


$
1,068


$
(225
)

$
5,528  (1)
    
    Includes other income and
    other-than-temporary
    impairment losses on
    available-for-sale
    debt securities.  (dollars in millions)For the Three Months

Principal



Other

Net InterestEnded March 31, 2009

Transactions

Commissions

Revenues(1)

Profit/(Expense)

TotalInterest rate risk

$
1,362


$
13


$
(2
)

$
203


$
1,576Foreign exchange risk


190



-



1



(12
)


179Equity risk


826



753



24



92



1,695Commodity risk


598



-



1



(51
)


548Credit risk


558



16



(110
)


311



775Total trading  related


3,534



782



(86
)


543



4,773Non-trading related


2,380



598



357



385



3,720Total

$
5,914


$
1,380


$
271


$
928


$
8,493  (1)
    
    Includes other income and
    other-than-temporary
    impairment losses on
    available-for-sale
    debt securities.  Derivatives
    as guarantees
  Guarantees
 44




---



##### Table of Contents



(in millions)MaximumPayout/

Less than







CarryingNotional

1 year

1+

    - 3 years

3+

    - 5 years

Over 5 years

Value(1)At March 31, 2010:Derivative contracts:Credit derivatives:Investment
    grade(2)

$
349,454


$
32,762


$
101,540


$
122,318


$
92,834


$
13,570Non-investment
    grade(2)


686,859



61,883



200,604



215,213



209,159



23,451Total credit derivatives


1,036,313



94,645



302,144



337,531



301,993



37,021Other derivatives


1,532,512



476,426



364,370



235,114



456,602



65,747Total derivative contracts

$
2,568,825


$
571,071


$
666,514


$
572,645


$
758,595


$
102,768At December 31, 2009:Derivative contracts:Credit derivatives:Investment
    grade(2)

$
520,782


$
44,552


$
133,089


$
216,562


$
126,579


$
17,255Non-investment
    grade(2)


1,054,900



93,582



331,306



325,167



304,845



37,935Total credit derivatives


1,575,682



138,134



464,395



541,729



431,424



55,190Other derivatives


1,574,432



488,146



405,223



245,565



435,498



59,811Total derivative contracts

$
3,150,114


$
626,280


$
869,618


$
787,294


$
866,922


$
115,001  (1)
    
    Derivative contracts are shown
    on a gross basis prior to cash collateral or counterparty
    netting.(2)
    
    Refers to the creditworthiness
    of the underlying reference obligations.  Credit
    derivatives
  and/or
     45




---



##### Table of Contents



(in millions)MaximumPayout/

Less than







CarryingNotional

1 year

1+

    - 3 years

3+

    - 5 years

Over 5 years

Value(1)At March 31, 2010:Credit derivatives purchased

$
975,266


$
81,221


$
274,464


$
318,528


$
301,053


$
31,846Credit derivatives sold


1,018,837



94,239



300,320



336,742



287,536



33,474At December 31, 2009:Credit derivatives purchased

$
1,506,782


$
130,297


$
432,550


$
511,298


$
432,637


$
49,225Credit derivatives sold


1,555,077



135,686



463,129



540,713



415,549



50,609  (1)
    
    Derivative contracts are shown
    on a gross basis prior to cash collateral or counterparty
    netting.  Other
    derivative contracts
      Credit
    risk management of derivatives
     46




---



##### Table of Contents



ASC 210-20, Balance Sheet-Offsetting
        Credit-risk
    related contingent features
   47




---



##### Table of Contents



and/or
   Note 7.  Securities Financing
    Transactions
    non-U.S. government Rule 15c3-3
     48




---



##### Table of Contents



(dollars in millions)March 31, 2010


December 31,
    2009Trading asset categoryEquities and convertible debentures

$
10,554



$
7,647Corporate debt and preferred stock


9,582




10,398U.S. Government and agencies


2,137




1,455Mortgages, mortgage-backed, and asset-backed securities


1,892




4,236Non-U.S.
    governments and agencies


1,873




1,786Municipals and money markets


-




8Total

$
26,038



$
25,530        Note 8.  Investment Securities
    
    Investments within the scope of Investment Accounting that are
    held by ML & Co. and certain of its non-broker-dealer
    subsidiaries consist of:  
    Debt securities, including debt
    held-for-investment
    and liquidity and collateral management purposes that are
    classified as
    available-for-sale,
    and debt securities that Merrill Lynch intends to hold until
    maturity;
    Marketable equity securities, which are generally classified as
    available-for-sale.  
    Non-qualifying investments are those that are not within the
    scope of Investment Accounting and consist principally of equity
    investments, including investments in partnerships and joint
    ventures. Included in non-qualifying investments are investments
    accounted for under the equity method of accounting, which
    consist of investments in (i) partnerships and certain
    limited liability corporations where Merrill Lynch has more than
    a minor influence (generally defined as three to five percent
    interest) and (ii) corporate entities where Merrill Lynch
    has the ability to exercise significant influence over the
    investee (generally defined as ownership and voting interest of
    20% to 50%). Also included in non-qualifying investments are
    private equity investments and investments in real estate VIEs
    held by consolidated investment companies that Merrill Lynch
    holds for capital appreciation
    and/or
    current income and which are accounted for at fair value in
    accordance with the Investment 49




---



##### Table of Contents



Company Guide, as well as private equity investments accounted
    for at fair value under the fair value option election. The
    carrying value of such private equity investments reflects
    expected exit values based upon market prices or other valuation
    methodologies, including discounted expected cash flows and
    market comparables of similar companies.  available-for-sale
  (dollars in millions)March 31, 2010


December 31,
    2009Investment securitiesAvailable-for-sale(1)

$
3,111



$
16,818Held-to-maturity


250




246Non-qualifying(2)


21,679




21,301Total

$
25,040



$
38,365  (1)
    
    The amount at December 31,
    2009 includes $5.5 billion of investment securities
    reported in cash and securities segregated for regulatory
    purposes or deposited with clearing organizations.(2)
    
    Investments that are
    non-qualifying for Investment Accounting purposes, primarily
    equity investments, which includes Merrill Lynchs
    investment in BlackRock, Inc.  other-than-temporary available-for-sale other-than-temporary available-for-sale other-than-temporary-impairment
    (dollars in millions)March 31, 2010Gross

GrossAmortized

Unrealized

Unrealized

FairCost

Gains

Losses

ValueAvailable-for-SaleMortgage-backed securities:Agency collateralized mortgage obligations

$
1,509


$
86


$
-


$
1,595Non-agency


1,766



123



(373
)


1,516Total

$
3,275


$
209


$
(373
)

$
3,111Held-to-MaturityCorporate debt and municipal

$
250


$
-


$
-


$
250Total

$
3,525


$
209


$
(373
)

$
3,361   50




---



##### Table of Contents



(dollars in millions)December 31, 2009Gross

GrossAmortized

Unrealized

Unrealized

FairCost

Gains

Losses

ValueAvailable-for-SaleMortgage-backed securities:Agency collateralized mortgage obligations

$
14,775


$
449


$
(11
)

$
15,213Non-agency


1,952



154



(501
)


1,605Total
    Available-for-Sale
    Securities

$
16,727


$
603


$
(512
)

$
16,818Held-to-MaturityCorporate debt and municipal

$
246


$
-


$
-


$
246Total

$
16,973


$
603


$
(512
)

$
17,064   available-for-sale available-for-sale
  (dollars in millions)Less Than 1 Year

More than 1 Year

TotalUnrealized



Unrealized



UnrealizedAsset Category

Fair Value

Losses

Fair Value

Losses

Fair Value

LossesAgency collateralized mortgage obligations

$
412


$
-


$
-


$
-


$
412


$
-Non-Agency


249



(76
)


688



(297
)


937



(373
)Total

$
661


$
(76
)

$
688


$
(297
)

$
1,349


$
(373
)   available-for-sale
  (dollars in millions)Available-for-Sale

Held-to-MaturityAmortized

Fair

Amortized

FairCost

Value

Cost

ValueDue in one year or less

$
223


$
156


$
-


$
-Due after one year through five years


1,065



986



-



-Due after five years through ten years


1,228



1,261



250



250Due after ten years


759



708



-



-Total(1)

$
3,275


$
3,111


$
250


$
250  (1)
    
    Actual maturities may differ
    from contractual maturities because borrowers may have the right
    to call or prepay their obligations with or without prepayment
    penalties. 51




---



##### Table of Contents



available-for-sale
  (dollars in millions)Three Months EndedMarch 31, 2010Proceeds

$
13,427Gross realized gains


346Gross realized losses


(2
)    Note 9.  Securitizations and
    Other Variable Interest Entities (VIEs)
     52




---



##### Table of Contents



(dollars in millions)Opening BalanceEnding Balance Sheet

Net Increase /

SheetDecember 31,
    2009

(Decrease)

January 1, 2010AssetsTrading assets, at fair value

$
90,743


$
6,217


$
96,960Derivative assets


49,582



(2,413
)


47,169Investment securities


32,840



1,093



33,933Loans, notes, and mortgages (net)


37,663



(333
)


37,330All other assets


268,367



3,287



271,654Total Assets

$
479,195


$
7,851


$
487,046LiabilitiesShort-term borrowings

$
853


$
5,013


$
5,866Trading liabilities, at fair value


30,340



-



30,340Derivative liabilities


35,120



(313
)


34,807Long-term borrowings


151,399



3,067



154,466All other liabilities


220,345



228



220,573Total Liabilities


438,057



7,995



446,052Retained earnings (deficit)


4,583



(144
)


4,439All other stockholders equity


36,555



-



36,555Total Stockholders Equity


41,138



(144
)


40,994Total Liabilities and Stockholders Equity

$
479,195


$
7,851


$
487,046        53




---



##### Table of Contents



Loan
    VIEs
        (dollars in millions)Non-AgencyPrime

Subprime

Commercial MortgageMarch 31,

December 31,

March 31,

December 31,

March 31,

December 31,2010

2009

2010

2009

2010

2009Unconsolidated VIEs:Maximum loss
    exposure(1)(2)

$
25


$
99


$
53


$
1,143


$
110


$
101Senior securities
    held(3)Trading assets

$
2


$
3


$
-


$
10


$
-


$
-Investment securities


7



-



-



-



-



-Subordinated securities
    held(3)Trading assets


-



-



16



-



-



-Investment securities


-



-



26



-



-



-Residual interests held


7



9



11



2



38



39Total retained securities

$
16


$
12


$
53


$
12


$
38


$
39Principal balance
    outstanding(4)

$
598


$
923


$
32,674


$
33,296


$
7,802


$
7,915Consolidated VIEs:Maximum loss
    exposure(1)

$
53


$
472


$
1,411


$
1,234


$
-


$
-Derivative contracts

$
50


$
72


$
155


$
163


$
-


$
-Loans, notes, and mortgages


106



436



2,628



1,746



-



-Other assets


9



14



123



108



-



-Total assets

$
165


$
522


$
2,906


$
2,017


$
-


$
-Long-term borrowings

$
-


$
48


$
1,482


$
1,030


$
-


$
-Derivative contracts


-



-



-



3



-



-Other liabilities


112



3



13



-



-



-Total liabilities

$
112


$
51


$
1,495


$
1,033


$
-


$
-  (1)
    
    Maximum loss exposure excludes
    liability for representations and warranties.(2)
    
    Maximum loss exposure at
    December 31, 2009 related to servicing assets that were
    transferred to a subsidiary of Bank of America in the first
    quarter of 2010.(3)
    
    Substantially all of the
    securities were in Level 2 in the fair value
    hierarchy.(4)
    
    Principal balance outstanding
    includes those loans that Merrill Lynch transferred and with
    which it has continuing involvement.   54




---



##### Table of Contents



Municipal
    Bond Securitizations
  and/or
  and/or
   55




---



##### Table of Contents



(dollars in millions)March 31, 2010

December 31, 2009Consolidated

Unconsolidated

Total

Consolidated

Unconsolidated

TotalMaximum Loss Exposure

$
4,684


$
1,347


$
6,031


$
138


$
4,971


$
5,109On-balance sheet assetsTrading assets

$
4,684


$
178


$
4,862


$
138


$
97


$
235Total

$
4,684


$
178


$
4,862


$
138


$
97


$
235On-balance sheet liabilitiesDerivative contracts

$
-


$
-


$
-


$
2


$
287


$
289Short-term borrowings


4,931



-



4,931



-



-



-Total

$
4,931


$
-


$
4,931


$
2


$
287


$
289Total assets of VIEs

$
4,684


$
1,418


$
6,102


$
138


$
5,264


$
5,402          56




---



##### Table of Contents



Collateralized
    Debt Obligations (CDOs)
      (dollars in millions)March 31, 2010

December 31, 2009Consolidated

Unconsolidated

Total

Consolidated

Unconsolidated

TotalMaximum Loss Exposure

$
2,608


$
3,896


$
6,504


$
2,449


$
5,942


$
8,391On-balance sheet assetsTrading assets

$
2,877


$
649


$
3,526


$
2,785


$
700


$
3,485Derivative contracts


237



1,234



1,471



-



2,085



2,085Other assets


3



147



150



-



166



166Total

$
3,117


$
2,030


$
5,147


$
2,785


$
2,951


$
5,736On-balance sheet liabilitiesDerivative contracts

$
-


$
66


$
66


$
-


$
801


$
801Long-term borrowings


3,183



-



3,183



2,753



-



2,753Total

$
3,183


$
66


$
3,249


$
2,753


$
801


$
3,554Total assets of VIEs

$
3,117


$
45,508


$
48,625


$
2,785


$
51,017


$
53,802      57




---



##### Table of Contents



Customer
    Vehicles
   58




---



##### Table of Contents



(dollars in millions)March 31, 2010

December 31, 2009Consolidated

Unconsolidated

Total

Consolidated

Unconsolidated

TotalMaximum Loss Exposure

$
3,809


$
3,468


$
7,277


$
277


$
7,681


$
7,958On-balance sheet assetsTrading assets

$
2,377


$
127


$
2,504


$
183


$
243


$
426Derivative contracts


-



950



950



78



3,354



3,432Loans, notes, and mortgages


-



-



-



-



65



65Other assets


2,378



16



2,394



16



-



16Total

$
4,755


$
1,093


$
5,848


$
277


$
3,662


$
3,939On-balance sheet liabilitiesDerivative contracts

$
-


$
134


$
134


$
-


$
205


$
205Short-term borrowings


25



-



25



22



-



22Long-term borrowings


2,615



-



2,615



50



74



124Other liabilities


-



204



204



-



681



681Total

$
2,640


$
338


$
2,978


$
72


$
960


$
1,032Total assets of VIEs

$
4,755


$
5,941


$
10,696


$
277


$
10,387


$
10,664         Real
    Estate and other VIEs
   59




---



##### Table of Contents



(dollars in millions)March 31, 2010

December 31, 2009Consolidated

Unconsolidated

Total

Consolidated

Unconsolidated

TotalMaximum Loss Exposure

$
2,114


$
2,483


$
4,597


$
1,342


$
278


$
1,620On-balance sheet
    assets(1)Trading assets

$
184


$
-


$
184


$
86


$
-


$
86Derivative contracts


-



212



212



-



21



21Investment securities


1,775



77



1,852



-



-



-Loans, notes, and mortgages


638



2,224



2,862



313



257



570Other assets


447



20



467



1,093



-



1,093Total

$
3,044


$
2,533


$
5,577


$
1,492


$
278


$
1,770On-balance sheet liabilitiesDerivative contracts

$
42


$
7


$
49


$
-


$
127


$
127Long-term borrowings


32



74



106



32



-



32Other liabilities


1,026



4



1,030



78



-



78Total

$
1,100


$
85


$
1,185


$
110


$
127


$
237Total assets of
    VIEs(1)

$
3,044


$
6,584


$
9,628


$
1,492


$
776


$
2,268  (1)
    
    In prior periods,
    unconsolidated real estate vehicles were generally considered
    VREs because they had sufficient equity to finance their
    operations when they were initially established. As such, most
    of these entities were not included in the December 31,
    2009 unconsolidated information.      Other Transactions
   60




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##### Table of Contents



Note 10. Loans, Notes, Mortgages and Related Commitments
    to Extend Credit    
    Consumer loans, which are substantially secured, including
    residential mortgages, home equity loans, and other loans to
    individuals for household, family, or other personal
    expenditures; and
    Commercial loans including corporate and institutional loans
    (including corporate and financial sponsor, non-investment grade
    lending commitments), commercial mortgages, asset-based loans,
    small- and middle-market business loans, and other loans to
    businesses.    (dollars in millions)Loans

Commitments(1)March 31,

December 31,

March 31,

December 31,2010

2009

2010(2)(3)

2009Consumer:Mortgages

$
4,310


$
4,700


$
159


$
167Other


8,662



8,969



20



20Commercial and small- and middle-market business:Investment grade


11,131



11,105



5,937



6,187Non-investment grade


11,125



12,922



3,789



4,17035,228



37,696



9,905



10,544Allowance for loan losses


(34
)


(33
)


-



-Reserve for lending-related
    commitments(4)


-



-



(674
)


(825
)Total, net

$
35,194


$
37,663


$
9,231


$
9,719  (1)
    
    Commitments are outstanding as
    of the date the commitment letter is issued and are comprised of
    closed and contingent commitments. Closed commitments represent
    the unfunded portion of existing commitments available for draw
    down. Contingent commitments are contingent on the borrower
    fulfilling certain conditions or upon a particular event, such
    as an acquisition. A portion of these contingent commitments may
    be syndicated among other lenders or the counterparty may
    replace the commitment with capital markets funding. (2)
    
    See Note 14 for a maturity
    profile of these commitments.(3)
    
    In addition to the loan
    origination commitments included in the table above, Merrill
    Lynch had agreements to purchase $617 million of loans
    that, upon settlement of the commitment, will be classified in
    loans held for investment or loans held for sale. See
    Note 14 for additional information.(4)
    
    Amounts are included within
    other payables on the Condensed Consolidated Balance
    Sheets. 61




---



##### Table of Contents



(dollars in millions)Three Months Ended

Three Months EndedMarch 31, 2010

March 31,
    2009(1)Allowance for loan losses, at beginning of period

$
33


$
-Provision for loan losses


1



12Charge-offs


(1
)


-Recoveries


-



2Net (charge-offs) recoveries


(1
)


2Other


1



(4
)Allowance for loan losses, at end of period

$
34


$
10  (1)
    
    The allowance for loan losses
    as of December 26, 2008 was eliminated as of
    January 1, 2009 as a result of purchase accounting
    adjustments.        Net Credit Default Protection by Maturity ProfileMarch 31,2010Less than or equal to one year


4
%Greater than one year and less than or equal to five years


86Greater than five years


10Total net credit default protection


100
%   62




---



##### Table of Contents



Net Credit Default Protection by Credit Exposure Debt
    Rating(dollars in millions)March 31,2010NetRatings(1)

Notional

PercentAA

$
(465
)


14.8
%A


(1,127
)


35.9BBB


(659
)


21.0BB


(385
)


12.3B


(158
)


5.0CCC and below


(309
)


9.8NR


(39
)


1.2Total net credit default protection

$
(3,142
)


100.0
%  (1)
    
    Merrill Lynch considers ratings
    of BBB- or higher to meet the definition of investment
    grade. Note 11. Goodwill and
    Intangible Assets  Goodwill
  Intangibles 
    Goodwill and Other,
    Intangible
    Assets
  Property, Plant and Equipment
   63




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##### Table of Contents



Note 12. Borrowings and Deposits  and/or
      
    As a result of the acquisition by Bank of America, all debt
    instruments were adjusted to their fair value on January 1,
    2009;
    Certain debt issuances are accounted for at fair value and
    incorporate changes in Merrill Lynchs creditworthiness as
    well as other underlying risks (see Note 4);
    Certain structured notes whose coupon or repayment terms are
    linked to the performance of debt and equity securities,
    indices, currencies or commodities reflect the fair value of
    those risks; and
    Certain debt issuances are adjusted for the impact of fair value
    hedge accounting (see Note 6). 64




---



##### Table of Contents



(dollars in millions)March 31,


December 31,2010


2009Senior debt

$
77,787



$
87,046Senior structured notes


46,534




49,187Subordinated debt


10,989




11,115Junior subordinated notes (related to trust preferred securities)


3,557




3,552Other subsidiary financing


1,771




969Debt issued by consolidated VIEs


12,268




3,935Total

$
152,906



$
155,804     (dollars in millions)March 31,


December 31,2010


2009Short-term borrowingsOther unsecured short-term borrowings

$
2,145



$
831Short-term debt issued by consolidated
    VIEs(1)


4,956




22Total

$
7,101



$
853Long-term
    borrowings(2)Fixed-rate
    obligations(3)

$
70,788



$
74,119Variable-rate
    obligations(4)(5)


64,131




73,351Other obligations and Zero-coupon contingent convertible debt
    (LYONs®)


17




16Long-term debt issued by consolidated
    VIEs(1)


7,312




3,913Total

$
142,248



$
151,399DepositsNon-U.S.

$
13,473



$
15,187  (1)
    
    See Note 9 for additional
    information on debt issued by consolidated VIEs. (2)
    
    Excludes junior subordinated
    notes (related to trust preferred securities).(3)
    
    Fixed-rate obligations are
    generally swapped to variable rates.(4)
    
    Variable interest rates are
    generally based on rates such as LIBOR, the U.S. Treasury Bill
    Rate, or the Federal Funds Rate.(5)
    
    Includes structured
    notes.      March 31,


December 31,2010


2009Short-term borrowings


1.02
%



2.04
%Long-term borrowings


3.77




3.73Junior subordinated notes (related to trust preferred securities)


6.93




6.93  65




---



##### Table of Contents



Long-Term
    Borrowings
    (dollars in millions)Less than 1 year

$
27,496



19
%1  2 years


20,837



152+ 

    3 years


16,356



123+ 

    4 years


21,832



154+ 

    5 years


13,563



10Greater than 5 years


42,164



29Total

$
142,248



100
%          Note 13. Stockholders Equity and Earnings Per
    Share  Preferred
    Equity
   66




---



##### Table of Contents



Common
    Stock
    Earnings
    Per Share
   Note 14. Commitments, Contingencies and Guarantees  Litigation
    and/or and/or
    and/or
  Form 10-Q,
 67




---



##### Table of Contents



Form 10-Q Form 10-Q,
   Commitments
    (dollars in millions)Commitment expirationLess than

1+ -

    3

3+ -

    5

Over 5Total

1 year

years

years

yearsLending commitments

$
9,905


$
2,097


$
6,001


$
1,705


$
102Purchasing and other commitments


6,192



2,836



1,613



717



1,026Operating leases


3,325



721



1,222



678



704Commitments to enter into forward dated resale and securities
    borrowing agreements


78,234



78,234



-



-



-Commitments to enter into forward dated repurchase and
    securities lending agreements


89,908



89,908



-



-



-Total

$
187,564


$
173,796


$
8,836


$
3,100


$
1,832   Lending
    Commitments
       68




---



##### Table of Contents



Purchasing
    and Other Commitments
        Operating
    Leases
    Guarantees
    (dollars in millions)ExpirationMaximum

Less than 1







CarryingPayout

year

1 - 3 years

3 - 5 years

Over 5 years

ValueStandby liquidity facilities

$
1,198


$
550


$
-


$
619


$
29


$
-Residual value guarantees


415



-



95



320



-



-Standby letters of credit and other guarantees


25,951



792



193



54



24,912



249   Standby
    Liquidity Facilities
   69




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##### Table of Contents



Auction
    Rate Security (ARS) Guarantees
  not-for-profit,
  Residual
    Value Guarantees
    Standby
    Letters of Credit and Other Guarantees
       70




---



##### Table of Contents



Note 15. Employee Benefit Plans    Defined
    Benefit Pension Plans
      (dollars in millions)Three Months Ended March 31, 2010

Three Months Ended March 31, 2009U.S. Plans

Non-U.S. Plans

Total

U.S. Plans

Non-U.S. Plans

TotalService cost

$
-


$
7


$
7


$
-


$
6


$
6Interest cost


25



20



45



25



17



42Expected return on plan assets


(35
)


(22
)


(57
)


(37
)


(17
)


(54
)Total defined benefit pension cost

$
(10
)

$
5


$
(5
)

$
(12
)

$
6


$
(6
)   non-U.S. defined
  Postretirement
    Benefits Other Than Pensions
   Note 16. Regulatory Requirements   71




---



##### Table of Contents



non-U.S. subsidiaries
  Securities
    Regulation
  Rule 15c3-1, Rule 15c3-1. Rule 15c3-1
        Banking
    Regulation
   72




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements and Non-GAAP Financial Measures
  Form 10-K Form 10-K, Form 10-Q Form 8-K.
  period-to-period
 Introduction    Bank of
    America Acquisition and Basis of Presentation
   73




---



##### Table of Contents



Segment Reporting
    Form 10-Q Form 10-Q.
 74




---



##### Table of Contents



Executive
    Overview
  Company
    Results
        Transactions
    with Bank of America
  Asset and
    Liability Transfers
    available-for-sale
    Sale of
    U.S. Banks to Bank of America
   75




---



##### Table of Contents



Acquisition
    of BAI from Bank of America
  ASC 805-10, Business Combinations
 76




---



##### Table of Contents



Results
    Of Operations
  (dollars in millions)% Change between theThree Months EndedThree Months

Three Months


Mar. 31, 2010 andEnded

Ended


the Three MonthsMarch 31,

March 31,


Ended Mar. 31,2010

2009


2009RevenuesPrincipal transactions

$
3,218


$
5,914




(46
)%Commissions


1,467



1,380




6Managed account and other fee-based revenues


1,051



1,156




(9
)Investment banking


667



606




10Earnings from equity method investments


281



40




N/MOther(1)


1,068



271




N/MSubtotal


7,752



9,367




(17
)Interest and dividend revenues


1,815



4,383




(59
)Less interest expense


2,040



3,455




(41
)Net interest (expense)/profit


(225
)


928




N/MRevenues, net of interest expense


7,527



10,295




(27
)Non-interest expenses:Compensation and benefits


3,844



3,278




17Communications and technology


462



399




16Occupancy and related depreciation


305



271




13Brokerage, clearing, and exchange fees


280



272




3Advertising and market development


85



106




(20
)Professional fees


144



102




41Office supplies and postage


43



42




2Other


431



451




(4
)Total non-interest expenses


5,594



4,921




14Pre-tax earnings


1,933



5,374




(64
)Income tax expense


664



1,624




(59
)Net earnings

$
1,269


$
3,750




(66
)Preferred stock dividends


38



15




N/MNet earnings applicable to common stockholder

$
1,231


$
3,735




(67
)   (1)
    
    2010 amounts include other
    income and
    other-than-temporary
    impairment losses on
    available-for-sale
    debt securities. The
    other-than-temporary
    impairment losses were $86 million for the quarter ended
    March 31, 2010. N/M = Not meaningful.
  Quarterly
    Consolidated Results of Operations
     77




---



##### Table of Contents



available-for-sale
 78




---



##### Table of Contents



available-for-sale
          non-U.S. subsidiaries
   Off-Balance
    Sheet Exposures
    ExpirationLess than

1-3

3-5

Over 5(dollars in millions)

Total

1 Year

Years

Years

YearsStandby liquidity facilities

$
1,198


$
550


$
-


$
619


$
29Residual value guarantees


415



-



95



320



-Standby letters of credit and other guarantees


25,951



792



193



54



24,912   Standby
    Liquidity Facilities
   79




---



##### Table of Contents



Auction
    Rate Security (ARS) Guarantees
  not-for-profit,
  Residual
    Value Guarantees
    Standby
    Letters of Credit and Other Guarantees
      Derivatives
   80




---



##### Table of Contents



Involvement
    with VIEs
    
    Municipal bond securitization VIEs:  VIEs that
    issue medium-term paper, purchase municipal bonds as collateral
    and purchase a guarantee to enhance the creditworthiness of the
    collateral.
    Asset-backed securities VIEs:  VIEs that issue
    different classes of debt, from super senior to subordinated,
    and equity and purchase assets as collateral, including
    residential mortgages, commercial mortgages, auto leases and
    credit card receivables.
    CDOs:  VIEs that issue different classes of
    debt, from super senior to subordinated, and equity and purchase
    securities, including asset-backed securities collateralized by
    residential mortgages, commercial mortgages, auto leases and
    credit card receivables as well as corporate bonds.
    Synthetic CDOs:  VIEs that issue different
    classes of debt, from super senior to subordinated, and equity,
    purchase high-grade assets as collateral and enter into a
    portfolio of credit default swaps to synthetically create the
    credit risk of the issued debt.
    Credit-linked note VIEs:  VIEs that issue
    notes linked to the credit risk of a company, purchase
    high-grade assets as collateral and enter into credit default
    swaps to synthetically create the credit risk to pay the return
    on the notes.
    Trust preferred security VIEs:  These VIEs hold
    junior subordinated debt issued by ML & Co. or our
    subsidiaries, and issue preferred stock on substantially the
    same terms as the junior subordinated debt to third party
    investors. We also provide a parent guarantee, on a junior
    subordinated basis, of the distributions and other payments on
    the preferred stock to the extent that the VIEs have funds
    legally available. The debt we issue into the VIE is classified
    as long-term borrowings on our Condensed Consolidated Balance
    Sheets. The ML & Co. parent guarantees of its own
    subsidiaries are not required to be recorded in the Condensed
    Consolidated Financial Statements.
    Conduits:  Generally, entities that issue
    commercial paper and subordinated capital, purchase assets, and
    enter into total return swaps or repurchase agreements with
    higher-rated counterparties, particularly banks. Conduits
    generally have a liquidity
    and/or
    credit facility to further enhance the credit quality of the
    commercial paper issuance. A single seller conduit will execute
    total return swaps, repurchase agreements, and liquidity and
    credit facilities with one financial institution. A multi-seller
    Conduit will execute total return swaps, repurchase agreements,
    and liquidity and credit facilities with numerous financial
    institutions.   Funding
    and Liquidity
  Funding
   81




---



##### Table of Contents



Credit
    Ratings
    and/or
    Senior

Subordinated

TrustDebt

Debt

Preferred

Commercial

Long-Term DebtRating Agency

Ratings

Ratings

Ratings

Paper Ratings

Ratings OutlookDominion Bond Rating Service Ltd.

A

A (low)

A (low)

R-1(middle)

StableFitch Ratings

A+

A

BB

F1+

StableMoodys Investors Service, Inc.

A2

A3

Baa3

P-1

StableRating & Investment Information, Inc. (Japan)

A+

A

Not rated

a-1

NegativeStandard & Poors Ratings Services

A

A-

BB

A-1

Negative  82




---



##### Table of Contents



and/or
  Liquidity
    Risk
   83




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rule 13a-15(e)
  Rule 13a-15(f)
 84




---



##### Table of Contents



PART II 
    Other Information  Item 1.
    Legal
    Proceedings  Legal and
    Regulatory Matters
  Form 10-K
  Auction
    Rate Litigation
  Burton v. Merrill Lynch & Co.,
    Inc., et al.
  Bank of
    America Merger Matters
  Iron Workers of Western Pennsylvania Pension
    Plan v. Bank of America Corp., et al Dornfest v. Bank of America Corp., et al In re Bank of
    America Securities, Derivative, and Employment Retirement Income
    Security Act (ERISA) Litigation
  Illinois
    Funeral Directors Association Matters
  Fred C. Dames Funeral Homes, Inc., et al., v.
    Daniel W. Hynes, the Illinois Office of the Comptroller, et al.,
  In the Clancy-Gernon Funeral Home, Inc., et al. v.
    MLPF&S, et al., Clancy-Gernon Tipsword Tipsword
  In re
    Initial Public Offering Securities Litigation
    Lehman Brothers Holdings, Inc. Litigation
    Lyondell
    Litigation
   85




---



##### Table of Contents



MBIA
    Insurance Corporation CDO Litigation
    Subprime
    Mortgage-Related Litigation
  Connecticut Carpenters Pension Fund, et al.  v.
    Merrill Lynch & Co., Inc., et al.; Iron Workers Local
    No. 25 Pension Fund v. Credit-Based Asset Servicing
    and Securitization LLC, et al.; Public Employees Ret.
    System of Mississippi v. Merrill Lynch & Co. Inc.
    et al.; Wyoming State Treasurer v. Merrill
    Lynch & Co. Inc.
    Federal
    Home Loan Bank of San Francisco Litigation
  Federal Home Loan Bank of San Francisco v.
    Deutsche Bank Securities Inc., et al.
  Tribune
    PHONES Litigation
  Wilmington Trust Company v. JP Morgan Chase Bank,
    N.A., et al. In re Tribune Company, et al
     86




---



##### Table of Contents



Item 1A.
    Risk
    Factors  Form 10-K Form 10-K and/or
  Item 6.
    Exhibits   87




---



##### Table of Contents



SIGNATURES    Merrill Lynch &
    Co., Inc.
  By:
    /s/  ROBERT
    QUTUB     By:
    /s/  THOMAS
    W. PERRY      88




---



##### Table of Contents



EXHIBIT INDEX  Exhibit

Description12

*

Statement re: computation of ratios.31
.1
*

Rule 13a-14(a)
    Certification of the Chief Executive Officer.31
.2
*

Rule 13a-14(a)
    Certification of the Chief Financial Officer.32
.1
*

Certification of the Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2
*

Certification of the Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002    *
    
    Filed herewith 89