SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-7182
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Merrill Lynch & Co., Inc.
4 World Financial Center
New York, N.Y. 10080
Financial Statements and Exhibits
(a) Financial Statements for the Years Ended December 31, 2003 and 2002, Supplemental Schedule for the Year Ended December 31, 2003, and Report of Independent Registered Public Accounting Firm.
The financial statements required to be filed hereunder appear commencing at page 2 hereof.
(b) Exhibits
(23.1) Consent of Independent Registered Public Accounting Firm (following financial
statements).
MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
TABLE OF CONTENTS
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2 | ||||||||
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8-9 | ||||||||
Consent of Independent Registered Public Acct Firm |
All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of Merrill Lynch & Co., Inc.
New York, NY
We have audited the accompanying statements of assets available for benefits of the Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan (the Plan) as of December 31, 2003 and 2002, and the related statement of changes in assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. Such supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
June 18, 2004
Financial Statements |
MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
2003 | 2002 | |||||||
ASSETS: |
||||||||
Investments, at fair value: |
||||||||
Common stock |
$ | 1,074,552,576 | $ | 724,594,532 | ||||
Registered investment companies |
2,018,193,876 | 1,560,676,414 | ||||||
Common collective trusts |
421,708,981 | 337,538,172 | ||||||
Participant loans |
77,109,431 | 73,374,686 | ||||||
Total investments |
3,591,564,864 | 2,696,183,804 | ||||||
Cash |
7,432,008 | 4,391,293 | ||||||
Receivables: |
||||||||
Net receivable for pending transactions
and accrued income |
4,613,577 | 2,903,006 | ||||||
Employer contributions receivable |
743,094 | 713,360 | ||||||
Employee contributions receivable |
5,061,270 | 4,631,631 | ||||||
Total receivables |
10,417,941 | 8,247,997 | ||||||
ASSETS AVAILABLE FOR BENEFITS |
$ | 3,609,414,813 | $ | 2,708,823,094 | ||||
See notes to financial statements.
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003
ADDITIONS: |
||||
Investment income: |
||||
Net appreciation in fair value of investments |
$ | 834,341,836 | ||
Dividends and interest |
55,488,947 | |||
Total investment income |
889,830,783 | |||
Contributions: |
||||
Contributions to the Plan by the Company |
47,874,359 | |||
Contributions to the Plan by the participants |
254,740,473 | |||
Rollovers from other qualified plans |
9,686,488 | |||
Total contributions |
312,301,320 | |||
DEDUCTIONS: |
||||
Disbursements of benefits to beneficiaries or participants |
301,540,384 | |||
NET INCREASE IN ASSETS AVAILABLE
FOR BENEFITS |
900,591,719 | |||
ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of year |
2,708,823,094 | |||
End of year |
$ | 3,609,414,813 | ||
See notes to financial statements.
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
1. | DESCRIPTION OF THE PLAN | |||
The following description of the Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan (the Plan) is provided for general information purposes only. Participants should refer to the plan document for more complete information. Terms used in this description have the same meaning as in the Plan document. | ||||
GeneralThe Plan was adopted on April 23, 1987 and commenced activities on October 1, 1987. The purpose of the Plan is to encourage employees to save for retirement. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||||
Eligibility for Pre-tax ContributionsEmployees are eligible to participate in the Plan at commencement of employment. Each participant may elect to make contributions to the Plan on a pre-tax basis through payroll deductions from 1% through 25% of such participants Eligible Compensation (as defined in the Plan document) for each pay period up to an annual maximum of $12,000 for 2003. In addition participants who are age 50 or older and have made the maximum contribution to the plan, can make an additional catch up contribution to the Plan through payroll deductions from 1% to 25% of Eligible Compensation to an annual maximum of $2,000. A participant can elect to change the rate at which his/her contribution is determined at any time during the year. | ||||
Eligibility for Company ContributionsAfter one Year of Service, Merrill Lynch & Co., Inc. (the Company) matches one-half of the first 6% of Eligible Compensation that the employee contributes, up to an annual maximum Company contribution of $2,000. Prior to 1/1/2004, no Company contributions were made for any calendar year for employees who participated at any time during such calendar year in the Companys Employee Stock Purchase Plan. | ||||
Participant AccountsIndividual notional accounts are maintained for each Plan participant. Each participants notional account is credited with Employee contributions, Company discretionary contributions and investment earnings, and charged with the allocation of investment losses. | ||||
VestingParticipants are always 100% vested in contributions to the Plan made from their Eligible Compensation and in amounts rolled over from a former employers qualified retirement plan or transfer from another plan, and in each case, the earnings thereon. Participants become vested in Company contributions and earnings thereon based on completed Years of Service: 1 Year of Service - 20% vested; 2 Years of Service - 40% vested; 3 Years of Service - 60% vested; 4 Years of Service - 80% vested; and 5 Years of Service - 100% vested. Participants become 100% vested in Company contributions when they attain age 65 or terminate employment as a result of death. Effective May 8, 2003, participants are 100% vested in the dividends paid on Company common stock held or to be held in their notional account regardless of their years of service. | ||||
Forfeitures At December 31, 2003 and 2002 forfeited nonvested accounts totaled approximately $200,000 and $230,000, respectively. These accounts will be used to reduce future employer |
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contributions. During the year ended December 31, 2003, employer contributions were reduced by approximately $2,276,000 from forfeited nonvested accounts. | ||||
Investment OptionsParticipants direct the investment of their pre-tax contributions and Company contributions into the various investment options offered by the Plan (see Note 3). | ||||
Participant LoansActive participants in the Plan are eligible for loans from the Plan. Interest rates on loans is generally calculated based on the Prime Rate as published in the Wall Street Journal on the last business day of the month prior to the month the loan was obtained. Interest rates on the loans are fixed. The maximum loan amount that may be obtained is 50% of the participants account balance and the maximum amount of all loans outstanding to a participant cannot exceed $50,000. | ||||
Payment of BenefitsDistributions of account balances occur only upon a participants retirement, death or other termination of employment. A participant, or a beneficiary, may receive distributions under one of several payment options. The options are as follows: lump-sum distribution of cash and/or securities, transfer to an individual retirement account or other brokerage account, or the purchase of an annuity. | ||||
WithdrawalsWithdrawals are permitted under certain circumstances. There are two types of withdrawals: hardship and non-hardship. A hardship withdrawal is available under limited circumstances, which the participant must document, and is paid in cash. A non-hardship withdrawal is available under all circumstances. Before age 70 1/2, a non-hardship withdrawal is paid in cash. After age 70 1/2 other payment options are available for a non-hardship withdrawal. The payment options are as follows: lump-sum distributions of cash and/or securities, and transfer to an individual retirement account or other brokerage account. Effective May 8, 2003, active participants who are at least age 59 1/2 may elect to withdraw all, but not less than all, of their vested account balances held in Company common stock. | ||||
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Basis of Accounting The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | ||||
Investment Valuation and Income RecognitionInvestments are carried at fair value. Fair value is defined as the quoted market value on the last trading day of the period, except for the common collective trust funds (collective trust funds maintained by Merrill Lynch Bank USA, an affiliate of the Company and sub-advised by Merrill Lynch Investment Managers, L.P., also an affiliate of the Company) for which fair value is determined by State Street Bank and Trust Company, the pricing administrator for the funds. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. Dividends and interest received by the Plan are reinvested into the respective funds. The accompanying financial statements do not include any investments in VOCON and Deferred Profit Sharing Accounts, which are self-directed accounts that were transferred into the Plan for administrative purposes only. | ||||
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Plan management to make estimates and assumptions that affect the reported amounts of assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan invests in various securities including the Companys common stock and mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with |
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certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements. | ||||
3. | INVESTMENTS | |||
The Investment Committee has the authority to designate Investment Funds for the investment of accounts other than VOCON and Deferred Profit Sharing Accounts, to determine which accounts can be self-directed and to establish rules and procedures with respect to investment funds and self-directed accounts. All contributions to the Plan may be allocated among any of the available investments selected by the participant from among the investments designated by the Investment Committee. | ||||
In November 2003, the Investment Committee reduced the number of investment options to 27 from 70. Balances in eliminated funds were not required to be liquidated but the Investment Committee prohibited additional investments in these funds. | ||||
During 2003, the Plans investments (including investments bought, sold and held during the year) appreciated in value as follows: |
Common stocks |
$ | 379,353,274 | ||
Registered investment companies |
416,588,861 | |||
Common collective trusts |
38,399,701 | |||
Net appreciation in fair value of investments |
$ | 834,341,836 | ||
The value of individual investments that represent 5% or more of the Plans assets at December 31 are as follows:
2003 | 2002 | |||||||
*Merrill Lynch & Co., Inc. Common Stock |
$ | 1,074,552,576 | $ | 724,594,532 | ||||
*Merrill Lynch: |
||||||||
Registered investment companies: |
||||||||
Basic Value Fund Class A |
411,759,281 | 318,162,395 | ||||||
Retirement Reserves Money Fund |
207,658,090 | 224,656,642 | ||||||
Global Allocation Fund Class A |
212,502,841 | 137,089,587 | ||||||
** Fundamental Growth Fund Class A |
175,752,910 | 138,349,632 | ||||||
Common
collective trusts: Retirement Preservation Trust |
248,783,955 | 212,543,841 |
* Permitted party-in-interest as defined by ERISA
**Amount represents less than 5% of the Plans assets at December 31, 2003.
4. | RELATED PARTIES TRANSACTIONS | |||
Merrill Lynch Trust Company, FSB, a federally chartered savings bank affiliated with the Company, acts as trustee of the Plan. Additionally, certain mutual funds offered as investment options under the Plan are managed by Merrill Lynch Investment Managers, LP, an affiliate of the Company. Consequently, parties-in-interest may nominally participate in certain transactions involving Plan assets. |
- 6 -
The Retirement Group, a division of Merrill Lynch Pierce Fenner & Smith Incorporated (MLPF&S), a subsidiary of the Plan sponsor, and Merrill Lynch Trust Company, FSB, perform administrative services for the Plan. Employees of these affiliates may also be Participants in the Plan. Certain other administrative functions are performed by employees of the Company who may also be participants in the Plan. No such employee receives compensation from the Plan. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund. | ||||
At December 31, 2003 and 2002, the Plan held 18,321,442 and 19,093,400 units, respectively, of common stock of Merrill Lynch & Co., Inc., the sponsoring employer, with a cost basis of $731,078,155 and $962,544,476, respectively. During the year ended December 31, 2003, the Plan recorded dividend income of $12,158,844. | ||||
5. | ADMINISTRATIVE EXPENSES | |||
Plan expenses, including expenses of the Administrative Committee and the trustees of the Plan, to the extent not paid by the Plan, are paid by the Company. | ||||
6. | PLAN TERMINATION | |||
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of termination of the Plan, participant account balances become fully vested, no further allocations shall be made, and no eligible employee shall become a participant after the date of termination. | ||||
7. | TAX STATUS | |||
The Internal Revenue Service has determined and informed the Company by a letter dated July 22, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter; however, the Plan administrator believes that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code. | ||||
8. | DIVESTITURE OF PLAN ASSETS | |||
In May 2002, certain employees vested account balances totaling $190,840 was transferred to AT&T Savings Plan as a result of divestiture. | ||||
9. | PLAN MERGER | |||
On April 1, 2002, the Herzog, Heine, Geduld, Inc. 401(k) Savings & Investment Plans were merged with the Plan. Assets totaling $16,659,988 were transferred to the Trust established under the Plan. |
* * * * * *
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Supplemental Schedule |
MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2003
Number of | Market | |||||||
Description | Shares | Value | ||||||
COMMON STOCK: |
||||||||
*Merrill Lynch & Co., Inc. |
18,321,442 | $ | 1,074,552,576 | |||||
COMMON / COLLECTIVE TRUSTS: |
||||||||
*Merrill Lynch: |
||||||||
Aggregate Bond Index Tier3 |
367,080 | 5,572,276 | ||||||
Equity Index Trust III |
1,774,054 | 147,512,609 | ||||||
International Index Tier3 |
676,484 | 8,462,812 | ||||||
Small Cap Index Tier3 |
831,069 | 11,377,329 | ||||||
Retirement Preservation Trust |
248,783,955 | 248,783,955 | ||||||
Total Common / Collective Trusts |
421,708,981 | |||||||
REGISTERED INVESTMENT COMPANIES: |
||||||||
*Merrill Lynch: |
||||||||
Balanced Capital Fund Class A |
5,051,219 | 133,453,204 | ||||||
Basic Value Fund Class A |
13,473,798 | 411,759,281 | ||||||
Bond Fund, Inc. - Core Bond Portfolio Class A |
4,257,549 | 49,898,471 | ||||||
Bond Fund, Inc. - High Income Portfolio Class A |
6,790,082 | 34,968,922 | ||||||
Bond Fund, Inc. - Intermediate Portfolio Class A |
1,129,506 | 13,486,298 | ||||||
Developing Capital Markets Fund Class A |
593,846 | 8,242,578 | ||||||
Disciplined Equity Fund Class A |
71,858 | 673,308 | ||||||
Dragon Fund Class A |
1,072,845 | 9,644,876 | ||||||
Equity Dividend Fund Class A |
915,576 | 11,517,952 | ||||||
Euro Fund Class A |
1,602,178 | 22,975,232 | ||||||
Focus Twenty Fund Class A |
6,517,869 | 10,558,949 | ||||||
Focus Value Fund Class A |
1,843,116 | 22,430,722 | ||||||
Fundamental Growth Fund Class A |
10,613,098 | 175,752,910 | ||||||
Global Allocation Fund Class A |
14,157,418 | 212,502,841 | ||||||
Global Balanced Fund Class A |
44,581 | 415,945 | ||||||
Global Bond Fund for Investment & Retirement Class A |
22 | 220 | ||||||
Global Growth Fund Class A |
2,234,759 | 19,732,920 | ||||||
Global Financial Service Fund Class A |
213,650 | 2,785,996 | ||||||
Global Small Cap Fund Class A |
2,033,784 | 42,180,687 | ||||||
Global Technology Fund Class A |
7,402,588 | 56,925,901 | ||||||
Global Value Fund Class A |
1,413,164 | 15,912,231 | ||||||
Healthcare Fund Class A |
5,501,741 | 36,091,423 | ||||||
International Equity Fund Class A |
224,271 | 1,906,306 | ||||||
International Fund Class A |
550,258 | 4,891,796 | ||||||
International Value Fund Class A |
736,894 | 16,491,692 | ||||||
Large Cap Core Fund Class A |
2,402,726 | 25,829,300 | ||||||
Large Cap Growth Fund Class A |
1,872,290 | 15,390,227 | ||||||
Large Cap Value Fund Class A |
1,418,512 | 19,235,020 | ||||||
Latin America Fund |
170,614 | 2,937,979 | ||||||
Low Duration Fund Class A |
585,023 | 6,025,737 | ||||||
Mid-Cap Value Fund A |
917,270 | 15,758,706 | ||||||
Natural Resources Trust Fund A |
471,962 | 12,200,223 |
(Continued)
- 8 -
MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i -SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2003
Number of | Market | |||||||
Description | Shares | Value | ||||||
REGISTERED INVESTMENT COMPANIES (continued): |
||||||||
Pacific Fund Class A |
1,780,483 | 33,597,708 | ||||||
Pan European Growth Fund Class A |
298,872 | 2,914,005 | ||||||
Retirement Reserves Money Fund |
207,658,090 | 207,658,090 | ||||||
Select Ten Retirement Portfolio 2000 |
60 | 60 | ||||||
Short-Term U.S. Government Fund Class A |
476,352 | 4,525,339 | ||||||
Small Cap Value Fund Class A |
3,638,763 | 93,770,919 | ||||||
Strategy All-Equity Fund Class A |
127,798 | 1,000,659 | ||||||
Strategy Growth &Income Fund Class A |
118,525 | 1,043,024 | ||||||
Strategy Long-Term Growth Fund Class A |
192,553 | 1,609,741 | ||||||
U.S. Government Mortgage Fund Class A |
576,686 | 5,916,802 | ||||||
U.S. High Yield Fund Class A |
1,788,227 | 11,659,241 | ||||||
U.S. Small Cap Growth Fund |
597,168 | 6,694,253 | ||||||
Utilities & Telecommunications Fund Class A |
737,974 | 6,435,134 | ||||||
World Income Fund Class A |
1,011,116 | 6,147,586 | ||||||
*Merrill Lynch Investment Managers, LP: |
||||||||
Growth Opportunity Fund Class I |
81,596 | 1,024,034 | ||||||
Total Return Bond Investor |
1 | 18 | ||||||
Other Registered Investment Companies: |
||||||||
AIM International Growth Fund |
882,633 | 14,395,740 | ||||||
Alliance Berstein Small Cap Growth Fund Class A |
283,698 | 5,818,653 | ||||||
Blackrock Small Capital Growth |
1,811,828 | 25,329,351 | ||||||
GSIF U.S.
Gov. Zero Coupon Bond 2004 Trust - Series 3 |
135,678 | 13,624,622 | ||||||
GSIF U.S.
Gov. Zero Coupon Bond 2009 Trust - Series 3 |
427,781 | 35,791,981 | ||||||
GSIF U.S.
Gov. Zero Coupon Bond 2014 Trust - Series 3 |
214,854 | 13,552,375 | ||||||
HW Mid-Cap Value Fund Class I |
1,430,404 | 32,212,706 | ||||||
HW Large Cap Value Fund Class I |
888,088 | 16,704,935 | ||||||
HW Small Cap Value Fund Class A |
821,400 | 37,299,785 | ||||||
Ivy International Fund Class A |
164,355 | 3,392,279 | ||||||
MFS Research Fund |
1,064,201 | 18,612,875 | ||||||
Mainstay High Yield Growth |
516,591 | 3,223,526 | ||||||
Munder Multi-Season Growth |
128,131 | 1,660,582 | ||||||
Total Registered Investment Companies |
2,018,193,876 | |||||||
TOTAL |
3,514,455,433 | |||||||
PARTICIPANT LOANS |
77,109,431 | |||||||
TOTAL INVESTMENTS |
$ | 3,591,564,864 | ||||||
* Party-in-interest as defined by ERISA | (Concluded) |
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SIGNATURES
The Plan pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee (the persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan |
||||
Date: June 28, 2004
|
By: | /s/ Louis DiMaria | ||
Louis DiMaria Chairman of the Administrative Committee of the Merrill Lynch & Co., Inc. 401(k) Saving and Investment Plan |