Page | ||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
1 | |
FINANCIAL STATEMENTS: |
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Statements of Assets Available for Benefits as of December 31, 2005 and 2004 |
2 | |
Statement of Changes in Assets Available for Benefits for the Year Ended
December 31, 2005 |
3 | |
Notes to Financial Statements |
4-8 | |
SUPPLEMENTAL
SCHEDULE: |
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Form 5500, Schedule H, Part IV, Line 4iSchedule of Assets (Held at End of Year)
as of December 31, 2005 |
9-10 | |
2005 | 2004 | |||||||
ASSETS: |
||||||||
Investments, at fair value: |
||||||||
Common stock |
$ | 1,243,977,637 | $ | 1,146,936,663 | ||||
Registered investment companies |
2,697,308,650 | 2,304,252,689 | ||||||
Common collective trusts |
530,424,188 | 456,492,387 | ||||||
Participant loans |
95,638,712 | 83,744,138 | ||||||
Total investments |
4,567,349,187 | 3,991,425,877 | ||||||
Cash |
7,221,450 | 3,089,724 | ||||||
Receivables: |
||||||||
Net receivable for pending transactions |
802,340 | 1,195,391 | ||||||
Accrued income |
3,226,778 | 3,998,238 | ||||||
Employee contributions receivable |
| 2,807,610 | ||||||
Total receivables |
4,029,118 | 8,001,239 | ||||||
ASSETS AVAILABLE FOR BENEFITS |
$ | 4,578,599,755 | $ | 4,002,516,840 | ||||
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ADDITIONS: |
||||
Investment income: |
||||
Net appreciation in fair value of investments |
$ | 225,634,686 | ||
Dividends and interest |
174,311,938 | |||
Total investment income |
399,946,624 | |||
Contributions: |
||||
Contributions to the Plan by the Company |
53,866,396 | |||
Contributions to the Plan by the participants |
329,734,124 | |||
Rollovers from other qualified plans |
62,350,266 | |||
Transfers in from other plans |
1,806,692 | |||
Total contributions |
447,757,478 | |||
DEDUCTIONS |
||||
Disbursements of benefits to beneficiaries or participants |
271,621,187 | |||
NET INCREASE IN ASSETS AVAILABLE
FOR BENEFITS |
576,082,915 | |||
ASSETS AVAILABLE FOR BENEFITS: |
||||
Beginning of year |
4,002,516,840 | |||
End of year |
$ | 4,578,599,755 | ||
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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 designated the portion of the Plan invested in Merrill Lynch & Co., Inc. (the Company) common stock as an Employee Stock Ownership Plan (ESOP). 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 $14,000 for 2005. 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 $4,000. A participant can elect to change the rate at which his/her contribution is determined at any time during the year. | ||
After Tax ContributionsBeginning January 1, 2005, employees may contribute up to 25% of eligible compensation in after-tax dollars up to an annual maximum of $10,000. | ||
Eligibility for Company ContributionsAfter one year of service, 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 January 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 matching 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. Participants are 100% vested in the dividends paid on Company common stock held in their notional account regardless of their years of service. |
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ForfeituresAt December 31, 2005 and 2004 forfeited nonvested accounts totaled approximately $114,000 and $2,215,000, respectively. These accounts will be used to reduce future employer contributions. During the year ended December 31, 2005, employer contributions were reduced by approximately $2,795,000. Additionally, during 2004, the Company identified approximately $2,100,000 in payroll adjustments which further reduced employer contributions. As a result, during the year ended December 31, 2004, employer contributions were reduced by approximately $7,300,000 from forfeited nonvested accounts of $5,200,000 and payroll adjustments of approximately $2,100,000. | ||
Investment OptionsParticipants direct the investment of their contributions and Company contributions into the various investment options offered by the Plan (see Note 3). | ||
Participant LoansGenerally, active participants in the Plan are eligible for loans from the Plan. A maximum of 2 outstanding loans is permitted at any time. Interest rates on loans are generally calculated based on the Prime Rate as published in the Wall Street Journal on the last business day of the month prior to the month the loan was obtained. Interest rates on the loans are fixed. General Purpose Loans have a term of 1 to 5 years and Principal Residence Loans have a term of 1 to 15 years. The maximum loan amount that may be obtained is the lesser of 50% of the participants vested account balance reduced by any outstanding loan balance, or $50,000 reduced by the highest outstanding loan balance over the past 12 months. | ||
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. 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 AccountingThe 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. These funds accounted for approximately 12% and 11%, respectively, of the total investments as of December 31, 2005 and 2004. As of December 31, 2005 and 2004, 54% of the common collective trust investments are invested in Merrill Lynch |
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Retirement Preservation Trust, while 34% and 37% of the common collective trust investments are invested in Merrill Lynch Equity Index Trust, respectively. The Merrill Lynch Retirement Preservation Trust maintains a net asset value of $1. Shares of registered investment companies are valued at the quoted market prices, which represent the net asset value of shares held by the Plan at year-end. 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 participant-directed accounts that were transferred onto the recordkeeping platform for administrative purposes only. | ||
Use of EstimatesThe 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. Estimates that are particularly susceptible to changes relate to the determination of fair value of investments. | ||
Risk and UncertaintiesThe 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 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. | ||
CashThe Plan reflects the value of any contributions received not allocated, or the value of any distributions payable from the trust in a cash fund. Additional amounts not reported in the cash fund may also be invested in the CMA Money Fund pending settlement of trades. | ||
3. | INVESTMENTS | |
The Investment Committee consists of a group of senior executives representing each major business group of the Company. The Investment Committee has the authority to designate Investment Funds for the investment of accounts and to establish rules and procedures with respect to investment funds. 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. |
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In November 2004, the Investment Committee added Advice Access, a service that provides independent personalized investment recommendations to participants. At December 31, 2004 there were 36 investment options in the Plan. In 2005, the Investment Committee changed the Plans money market fund from the Merrill Lynch Retirement Reserves Money Fund to the Merrill Lynch Premier Institutional Fund. The Merrill Lynch Retirement Reserves Money Fund was closed and all balances were transferred to the Merrill Lynch Premier Institutional Fund. In addition, in 2005, the Investment Committee closed five funds and added one fund. Balances in eliminated funds were not required to be liquidated but the Investment Committee prohibited additional investments in these funds. Accordingly, on December 31, 2005, there were 32 investment options in the Plan. During 2005, the Plans investments (including investments bought, sold and held during the year) appreciated in value as follows: |
Common stocks |
$ | 148,300,445 | ||
Registered investment companies |
64,022,314 | |||
Common collective trusts |
13,311,927 | |||
Net appreciation in fair value of investments |
$ | 225,634,686 | ||
The value of individual investments that represent 5% or more of the Plans assets available for benefits at December 31, 2005 and 2004 are as follows: |
2005 | 2004 | |||||||
*Merrill Lynch & Co., Inc. Common Stock |
$ | 1,243,977,637 | $ | 1,146,936,663 | ||||
*Merrill Lynch: |
||||||||
Registered investment companies: |
||||||||
Basic Value Fund Class I |
403,732,584 | 442,950,835 | ||||||
Global Allocation Fund Class I |
368,354,691 | 288,467,533 | ||||||
Common collective trusts |
||||||||
Retirement Preservation Trust |
284,450,881 | 244,028,461 | ||||||
* Permitted party-in-interest as defined by ERISA |
4. | EXEMPT PARTY-IN-INTEREST 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. | ||
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 are depicted in the mutual fund prospectus in the designated investment options and were included as a reduction of the return earned on each fund. | ||
At December 31, 2005 and 2004, the Plan held 18,366,715 and 19,189,169 units, respectively, of common stock of Merrill Lynch & Co., Inc., the sponsoring employer, with a cost basis of $706,901,868 and $704,584,723, respectively. During the year ended December 31, 2005, the Plan recorded dividend income of $13,791,848 for the common stock of Merrill Lynch & Co., Inc. | ||
These transactions are not deemed prohibited party-in-interest transactions, because they are covered by statutory and administrative exemptions from the Internal Revenue Code (IRC)s and ERISAs rules on prohibited transactions. | ||
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. |
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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. | FEDERAL INCOME 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 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 IRC. | ||
8. | ACQUISITION | |
On December 2, 2005 the Company completed its acquisition of The Advest Group, Inc. Employees were allowed to transfer their outstanding loan balances totaling $1,806,692 into the Plan. |
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(a) (b) | (e) | |||||||
Description of Investment, Including | Number of | Current | ||||||
Maturity Date and Rate of Interest | Shares | Value | ||||||
COMMON STOCK: |
||||||||
*Merrill Lynch & Co., Inc. |
18,366,715 | $ | 1,243,977,637 | |||||
COMMON / COLLECTIVE TRUSTS: |
||||||||
*Merrill Lynch: |
||||||||
Aggregate Bond Index Tier3 |
999,131 | 16,255,867 | ||||||
Equity Index Trust III |
1,841,714 | 178,333,145 | ||||||
International Index Tier3 |
1,817,170 | 31,091,786 | ||||||
Small Cap Index Tier3 |
1,199,321 | 20,292,509 | ||||||
Retirement Preservation Trust |
284,450,881 | 284,450,881 | ||||||
Total Common / Collective Trusts |
530,424,188 | |||||||
REGISTERED INVESTMENT COMPANIES: |
||||||||
*Merrill Lynch: |
||||||||
Balanced Capital Fund Class I |
5,136,810 | 131,656,428 | ||||||
Basic Value Fund Class I |
13,002,660 | 403,732,584 | ||||||
Bond Fund, Inc. Core Bond Portfolio Class I |
4,291,987 | 49,615,371 | ||||||
Bond Fund, Inc. High Income Portfolio Class I |
3,719,717 | 18,635,781 | ||||||
Bond Fund, Inc. Intermediate Portfolio Class I |
668,930 | 7,846,543 | ||||||
Developing Capital Markets Fund Class I |
582,250 | 13,304,418 | ||||||
Disciplined Equity Fund Class I |
31,942 | 362,547 | ||||||
Equity Dividend Fund Class I |
2,828,266 | 44,573,480 | ||||||
Euro Fund Class I |
1,181,890 | 21,616,764 | ||||||
Focus Twenty Fund Class I |
3,201,582 | 5,890,911 | ||||||
Focus Value Fund Class I |
1,827,307 | 25,289,931 | ||||||
Fundamental Growth Fund Class I |
8,712,338 | 166,841,268 | ||||||
Global Allocation Fund Class I |
21,744,669 | 368,354,691 | ||||||
Global Growth Fund Class I |
1,325,812 | 15,352,903 | ||||||
Global Financial Service Fund Class I |
145,148 | 2,323,824 | ||||||
Global Small Cap Fund Class I |
2,879,981 | 71,538,734 | ||||||
Global Technology Fund Class I |
3,912,389 | 30,829,622 | ||||||
Global Value Fund Class I |
2,258,699 | 38,397,877 | ||||||
Healthcare Fund Class I |
3,822,063 | 28,092,167 | ||||||
International Fund Class I |
350,255 | 4,024,427 | ||||||
International Value Fund Class I |
2,167,939 | 58,534,364 | ||||||
Large Cap Core Fund Class I |
5,399,920 | 71,224,949 | ||||||
Large Cap Growth Fund Class I |
3,810,910 | 38,718,847 | ||||||
Large Cap Value Fund Class I |
3,304,365 | 56,603,776 | ||||||
Latin America Fund Class I |
121,971 | 4,533,644 | ||||||
Low Duration Fund Class I |
244,805 | 2,450,502 | ||||||
Mid-Cap Value Opp Port Class I |
604,405 | 11,278,197 | ||||||
Natural Resources Trust Fund I |
270,490 | 13,813,919 | ||||||
Pacific Fund Class I |
1,286,931 | 31,722,857 | ||||||
Premier Institutional Fund |
222,570,919 | 222,570,919 | ||||||
(Continued) |
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(a) (b) | (e) | |||||||
Description of Investment, Including | Number of | Current | ||||||
Maturity Date, and Rate of Interest | Shares | Value | ||||||
REGISTERED INVESTMENT COMPANIES (continued): |
||||||||
Short-Term U.S. Government Fund Class I |
159,703 | 1,459,687 | ||||||
Strategy All-Equity Fund Class I |
183,096 | 1,664,341 | ||||||
Strategy
Growth & Income Fund Class I |
219,899 | 2,102,239 | ||||||
Strategy Long-Term Growth Fund Class I |
286,116 | 2,689,494 | ||||||
U.S. Government Fund Class I |
320,360 | 3,226,023 | ||||||
U.S. High Yield Fund Class I |
468,605 | 2,928,780 | ||||||
U.S. Small Cap Growth Fund Class I |
1,301,550 | 19,028,668 | ||||||
Utilities & Telecommunications Fund Class I |
423,495 | 5,060,763 | ||||||
Value Opportunities Class I |
4,259,081 | 110,097,255 | ||||||
World Income Fund Class I |
510,840 | 3,105,910 | ||||||
Other Registered Investment Companies: |
||||||||
AIM International Growth Fund |
511,689 | 12,014,455 | ||||||
Alliance Berstein Small Cap Growth Fund Class A |
141,345 | 3,483,171 | ||||||
American Growth Fund of Amer |
2,633,802 | 81,252,799 | ||||||
Artisan Small Cap Fund |
249,219 | 4,326,443 | ||||||
Blackrock Small/Mid Capital Growth |
54,202 | 815,745 | ||||||
Blackrock Small Capital Growth |
941,041 | 15,367,205 | ||||||
Dodge & Cox Balanced Fund |
723,130 | 58,819,428 | ||||||
Evergreen Mid Cap Growth Class I |
1,135,014 | 6,208,528 | ||||||
GSIF U.S. Gov. Zero Coupon Bond 2009 Trust Series 3 |
438,147 | 38,148,618 | ||||||
GSIF U.S. Gov. Zero Coupon Bond 2014 Trust Series 3 |
123,348 | 8,649,805 | ||||||
Hotchkis and Wiley Large Cap Value Class I |
3,229,075 | 75,592,656 | ||||||
Hotchkis and Wiley Mid Cap Value Class I |
3,449,740 | 97,282,667 | ||||||
Hotchkis and Wiley Small Cap Value Class I |
1,898,602 | 92,879,630 | ||||||
Ivy International Fund Class A |
90,501 | 2,460,734 | ||||||
MFS Research Fund |
550,309 | 11,930,707 | ||||||
Mainstay High Yield Corp Bond Fund |
2,785,961 | 17,440,118 | ||||||
Munder Large Cap Growth Fund Class A |
65,397 | 1,028,047 | ||||||
Pimco Total Return Port. Institutional |
2,123,758 | 22,299,458 | ||||||
Templeton Institutional |
1,623,175 | 36,213,031 | ||||||
Total Registered Investment Companies |
2,697,308,650 | |||||||
TOTAL |
4,471,710,475 | |||||||
*PARTICIPANT LOANS (maturing 2006 to 2031 at interest rates of 4% to 10.5%) |
95,638,712 | |||||||
TOTAL INVESTMENTS |
$ | 4,567,349,187 | ||||||
(Concluded) | ||||||||
*Party-in-interest |
||||||||
Cost information is not required for participant directed investments, and is therefore not included. |
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By:/s/ Louis DiMaria | ||
Chairman of the Administrative | ||
Committee of the Merrill Lynch & Co., Inc. | ||
401(k) Saving and Investment Plan |