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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
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 as of December 31, 2006 and 2005 and for the year ended December 31, 2006, and Supplemental Schedule as of December 31, 2006, 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
 
     
    Page
 
   
  1
 
   
FINANCIAL STATEMENTS:
   
 
   
  2
 
   
  3
 
   
  4-10
 
   
SUPPLEMENTAL SCHEDULE-
   
 
   
  11-13
 EX-23.1: Consent of Independent Registered Public Accounting Firm
All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Participants
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, 2006 and 2005, and the related statement of changes in assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2006 and 2005, and the changes in assets available for benefits for the year ended December 31, 2006 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 of assets (held at year end) as of December 31, 2006 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. 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.
As discussed in Note 2 to the financial statements, the financial statements include investments valued at $290,943,324 (5% of net assets) and $279,561,489 (5% of net assets) as of December 31, 2006 and 2005, respectively, whose fair values have been estimated by management in the absence of readily determinable fair values. Management’s estimates are based on information provided by the fund managers.
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 26, 2007

 


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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2006 AND 2005
 
                 
    2006     2005  
ASSETS:
               
Investments, at fair value:
               
Common stock
  $ 1,528,308,452     $ 1,244,693,323  
Registered investment companies
    3,339,524,245       2,709,393,155  
Common collective trusts
    587,990,846       525,546,681  
Participant loans
    104,115,410       95,638,740  
 
           
 
               
Total investments
    5,559,938,953       4,575,271,899  
 
               
Cash
    8,303,059       7,221,450  
 
               
Net receivable for pending transactions
    4,123,492       802,340  
 
               
Accrued income
    3,583,033       3,226,778  
 
           
 
               
ASSETS AVAILABLE FOR BENEFITS AT FAIR VALUE
  $ 5,575,948,537     $ 4,586,522,467  
 
           
 
               
Adjustments from fair value to contract value for fully benefit responsive investment contracts
    5,937,619       5,705,337  
 
           
 
               
ASSETS AVAILABLE FOR BENEFITS
  $ 5,581,886,156     $ 4,592,227,804  
 
           
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, 2006
 
         
    2006  
 
       
ADDITIONS:
       
Investment income:
       
Net appreciation in fair value of investments
  $ 649,657,234  
Dividends and interest income
    265,222,452  
 
     
 
       
Total investment income
    914,879,686  
 
       
Contributions:
       
Contributions to the Plan by the Company
    58,981,117  
Contributions to the Plan by the participants
    368,507,501  
Rollovers from other qualified plans
    33,801,360  
Transfers in from other plans
    7,206  
 
     
 
       
Total contributions
    461,297,184  
 
       
DEDUCTIONS —
       
Disbursements of benefits to beneficiaries or participants
    386,518,518  
 
     
 
       
NET INCREASE IN ASSETS AVAILABLE FOR BENEFITS
    989,658,352  
 
       
ASSETS AVAILABLE FOR BENEFITS:
       
Beginning of year
    4,592,227,804  
 
     
 
       
End of year
  $ 5,581,886,156  
 
     
See notes to financial statements.

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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2006 AND 2005
AND FOR THE YEAR ENDED DECEMBER 31, 2006
 
1.   DESCRIPTION OF THE PLAN
 
    The following description of the Merrill Lynch & Co., Inc. 401(k) Savings & Investment Plan (“SIP”) (“The Plan”) is provided for general information purposes only. The Plan includes the Savings and Investment Plan (“SIP”), Vocon and Deferred Profit Sharing Accounts. 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.
 
    SIP Account
 
    General — The account was adopted 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 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 Contributions — Employees 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 participant’s eligible compensation (as defined in the Plan document) for each pay period up to an annual maximum of $15,000 for 2006. 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 $5,000. A participant can elect to change the rate at which his/her contribution is determined at any time during the year.
 
    After Tax Contributions — Beginning January 1, 2005 employees may elect to contribute up to 25% of eligible compensation in after-tax dollars up to an annual maximum of $10,000.
 
    Eligibility for Company Contributions — Prior to January 1, 2007, 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, after one year of service. Effective January 1, 2007, the Company matches 100% of the first 4% of each participant’s eligible compensation contributed to the Plan, up to a maximum of $3,000 annually for employees with eligible compensation of less than $300,000, after one year of service. For employees with eligible compensation equal to or greater than $300,000 the maximum annual Company contribution remains $2,000.
 
    Participant Accounts — Individual notional accounts are maintained for each Plan participant. Each participant’s notional account is credited with employee contributions, Company matching contributions and investment earnings, and charged with the allocation of investment losses.

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    Vesting — Participants are always 100% vested in contributions to the Plan made from their eligible compensation and in amounts rolled over from a former employer’s qualified retirement plan or transfer from another plan, and in each case, the earnings thereon. Participants become vested in 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.
 
    Investment Options — Participants direct the investment of their contributions and Company contributions into the various investment options offered by the Plan (see Note 3).
 
    Forfeitures— At December 31, 2006 and 2005 forfeited nonvested accounts totaled approximately $105,000 and $114,000, respectively. These accounts will be used to reduce future employer contributions. During the year ended December 31, 2006, employer contributions were reduced by approximately $1,000,000.
 
    Participant Loans — Generally, 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 participant’s 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 Benefits — Distributions of account balances occur upon a participant’s retirement, death or other termination of employment. A participant, or a beneficiary, may receive distributions under one of several options. The options are as follows: lump-sum distribution of cash and/or securities, transfer to an individual retirement account or other brokerage account, or the purchase of an annuity.
 
    Withdrawals — Withdrawals 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.

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    Vocon and Deferred Profit Sharing (“DPS”) Accounts
 
    General — The Vocon Accounts were established under the Pension Plan for Employees of Merrill Lynch & Co., Inc. and Affiliates. These accounts represent the contributory portion of the former pension plan. These after-tax employee contributions were suspended as of December 1986. The Deferred Profit Sharing Accounts were originally established as the Deferred Profit Sharing Plan for Employees of Merrill Lynch, Pierce, Fenner and Smith, Inc. and Affiliates (“MLPF&S” or “Merrill Lynch”). The purpose of this account was to enable employees to participate in the profits of MLPF&S. Employer contributions were suspended as of December 1973.
 
    Participant Accounts — Participants make their own investment decisions with respect to their account balances.
 
    Vesting — Participants are 100% vested in the Vocon and Deferred Profit Sharing Accounts.
 
    Payment of Benefits — Distributions from the Plan are allowed due to death, retirement, in-service withdrawal, or termination.
 
    Other — During 2006, it was determined that certain assets from the Vocon/DPS accounts should have been included in the Statement of Assets Available for Benefits as of December 31, 2005. The amount of assets previously excluded as of December 31, 2005 was $13,628,049, which is deemed to be immaterial. The current year presentation of the Statement of Assets Available for Benefits as of December 31, 2005 has been revised to include such assets.
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 Recognition — Investments 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 (common collective trust funds are 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 estimated by Plan management with the assistance of State Street Bank and Trust Company, the pricing administrator for the funds, in the absence of readily determinable fair values. The fair value of these funds is based on the market value of the underlying investments, except for the Merrill Lynch Retirement Preservation Trust. The Merrill Lynch Retirement Preservation Trust is a common collective trust fund with underlying investments in investment contracts that are valued at fair value of the underlying investments and then adjusted by the issuer to contract values. The fund may invest in fixed interest insurance investment contracts, money market funds, corporate and government bonds, mortgage-backed securities, bond funds, and other fixed income securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. The fair value of the Merrill Lynch Preservation Trust was $290,943,324 and $279,561,489 at December 31, 2006 and 2005, respectively. The Merrill Lynch Retirement Preservation Trust maintains a net asset value of $1. The common collective funds accounted for approximately 11% and 12%, respectively, of the total investments as of December 31, 2006 and 2005. As of December 31, 2006 and 2005, 50% and 54%, respectively of the common collective trust investments are invested in Merrill Lynch Retirement Preservation Trust, while 35% and 34% of the common collective trust investments are invested in Merrill Lynch Equity Index Trust III, respectively. 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.

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    Adoption of new Accounting Guidance—The financial statements reflect the retroactive adoption of Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). As required by the FSP, the statements of assets available for benefits presents investment contracts at fair value as well as an additional line item showing an adjustment of fully benefit contracts from fair value to contract value. The statement of changes in assets available for benefit is presented on a contract value basis and was not affected by the adoption of the FSP. The adoption of the FSP did not impact the amount of assets available for benefits at December 31, 2006 and 2005.
 
    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. Estimates that are particularly susceptible to changes relate to the determination of the fair value of investments.
 
    Risk and Uncertainties — The Plan invests in various securities including the Company’s 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.
3.   INVESTMENTS
 
    The Investment Committee consists of a group of senior executives, excluding any directors or executive officers. 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.
 
    In 2005 the Investment Committee changed the Plan’s money market fund from the Merrill Lynch Retirement Reserves Money Fund to the Merrill Lynch Premier Institutional Fund. The Merrill Lynch Retirement Reserves 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. At December 31, 2006 there were 33 investment options in the Plan. On September 29, 2006, Merrill Lynch completed the merger of its Merrill Lynch Investment Managers (“MLIM”) business with BlackRock, Inc. (“BlackRock”). In connection with the BlackRock merger, Merrill Lynch received 65 million BlackRock common and preferred shares and owns a 45% voting interest and approximately half of the economic interest of the combined Company. As a result some of the names of MLIM mutual funds offered in the Plan have been rebranded as BlackRock.

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    During 2006, the Plan’s investments (including investments bought, sold and held during each year) appreciated in value as follows:
         
Common stock
  $ 444,255,349  
Registered investment companies
    162,730,620  
Common collective trusts
    42,671,265  
 
     
 
       
Net appreciation in fair value of investments
  $ 649,657,234  
 
     
    The values of individual investments that represent 5% or more of the Plan’s assets available for benefits at December 31 are as follows:
                 
    2006     2005  
 
               
*Merrill Lynch & Co., Inc. Common Stock
  $ 1,528,308,452     $ 1,244,693,323  
*Merrill Lynch:
               
Registered investment companies:
               
Basic Value Fund Class I
    443,857,551       404,087,695  
Premier Institutional Fund**
    369,206,371       228,363,120  
Global Allocation Fund Class I
    486,951,892       369,395,162  
Common Collective Trust-
               
Retirement Preservation Trust
    296,880,943       285,266,826  
       *    Permitted party-in-interest as defined by ERISA
 
    **    Represents 5% or more of Plan assets as of December 31, 2006.
4.   EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
    Merrill Lynch Trust Company, FSB, a federally chartered savings bank affiliated with the Company, is the trustee of the Plan (the “Trustee”). Additionally, certain mutual funds offered as investment options under the Plan are managed by Merrill Lynch Investment Managers, L.P., an affiliate of the Company. Consequently, parties-in-interest may nominally participate in certain transactions involving Plan assets.
 
    The Retirement Group, a division of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”), a subsidiary of the Company; 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 such fund.
 
    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 ERISA’s rules on prohibited transactions.

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    At December 31, 2006 and 2005, the Plan held 16,415,773 and 18,377,282 units, respectively, of common stock of Merrill Lynch & Co., Inc., the sponsoring employer, with a cost basis of $673,482,462 and $707,391,683. During the year ended December 31, 2006 the Plan recorded dividend income of $17,690,997 for the common stock of Merrill Lynch & Co., Inc.
5.   ADMINISTRATIVE EXPENSES
 
    Plan expenses, including expenses of the Investment Committee and the Trustee, 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.   FEDERAL INCOME TAX STATUS
 
    The Internal Revenue Service has determined and informed the Company by letter dated July 22, 2002 that the Plan and related trust are designed in accordance with applicable sections of the 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.   RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
    The following is a reconciliation of assets available for benefits per the financial statements to the Form 5500 as of December 31, 2006.
         
Statement of assets available for benefits:        
Assets available for benefits per the financial statements
  $ 5,581,886,156  
Adjustment from contract value to fair value
    (5,937,619 )
 
     
 
       
Assets available for benefits per the Form 5500, at fair value
  $ 5,575,948,537  
 
     
    For the year ended December 31, 2006, the following is a reconciliation of changes in assets available for benefits per the financial statements to the Form 5500:
         
Statement of changes in assets available for benefits:        
Net increase in assets per the financial statements
  $ 989,658,352  
Adjustment from contract value to fair value
    (5,937,619 )
 
     
 
       
Net income per the Form 5500
  $ 983,720,733  
 
     

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9.   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.
10.   SUBSEQUENT EVENT
 
    Effective January 1, 2007 employees are eligible to defer on an after-tax basis through payroll deductions from 1% to 25% of eligible compensation as Roth 401(k) deductions. Provided requirements are met, withdrawals of contributions and any earnings are tax free. A participant’s combined pre-tax and Roth 401(k) contributions cannot exceed the maximum annual amount allowed by law.
******

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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)
DECEMBER 31, 2006
 
                         
(a)   (b)             (e)  
    Description of Investment, Including     Number of     Current  
    Maturity Date and Rate of Interest     Shares     Value  
 
                       
COMMON STOCK:                
  *Merrill Lynch & Co., Inc.     16,415,773     $ 1,528,308,452  
 
                       
COMMON / COLLECTIVE TRUSTS:                
  *Merrill Lynch:                
    Aggregate Bond Index Tier3     863,034       14,662,954  
    Equity Index Trust III     1,845,050       206,940,821  
    International Index Tier3     2,372,796       51,394,752  
    Small Cap Index Tier3     1,203,653       24,048,995  
    Retirement Preservation Trust     290,943,324       290,943,324  
 
                     
         Total Common/ Collective Trusts             587,990,846  
 
                       
REGISTERED INVESTMENT COMPANIES:                
  *BlackRock:                
    Balanced Capital Fund Class I     4,936,564       135,311,211  
    Basic Value Fund Class I     13,293,128       443,857,551  
    Bond Fund, Inc. - Core Bond Portfolio Class I     6,485,914       74,652,866  
    Bond Fund, Inc. - High Income Portfolio Class I     3,223,489       16,858,845  
    Developing Capital Markets Fund Class I     538,753       12,811,546  
    Equity Dividend Fund Class I     3,888,626       70,500,798  
    Euro Fund Class I     1,136,392       24,841,537  
    Focus Twenty Fund Class I     2,540,304       5,029,802  
    Focus Value Fund Class I     1,619,443       24,291,646  
    Fundamental Growth Fund Class I     7,757,046       154,442,777  
    Global Allocation Fund Class I     26,740,906       486,951,892  
    Global Growth Fund Class I     1,144,559       16,206,948  
    Global Financial Service Fund Class I     116,150       1,933,905  
    Global Small Cap Fund Class I     3,194,766       83,255,598  
    Global Technology Fund Class I     3,074,203       24,624,368  
    Global Value Fund Class I     2,975,429       47,398,584  
    Healthcare Fund Class I     3,530,825       22,915,054  
    International Fund Class I     293,309       3,912,741  
    International Value Fund Class I     3,318,456       103,237,158  
    Large Cap Core Fund Class I     6,681,722       95,348,177  
    Large Cap Growth Fund Class I     4,994,253       53,987,880  
    Large Cap Value Fund Class I     3,995,544       76,834,316  
    Latin America Fund Class I     92,994       5,017,050  
 
                       
 
                  (Continued)

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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)
DECEMBER 31, 2006
 
                         
(a)   (b)             (e)  
    Description of Investment, Including     Number of     Current  
    Maturity Date and Rate of Interest     Shares     Value  
 
                       
REGISTERED INVESTMENT COMPANIES (continued):                
 
                       
    Mid-Cap Value Opportunities Portfolio I     533,536       9,689,010  
    Natural Resources Trust I     216,102       11,183,285  
    Pacific Fund Class I     1,110,883       32,226,717  
    Premier Institutional Fund     369,266,371       369,266,371  
    Short-Term Bond Fund     213,659       2,142,998  
    Small Cap Growth     756,231       14,655,765  
    Small Cap Growth II     1,572,028       23,344,618  
    Small/Mid-Cap Growth     37,463       587,801  
    Utilities & Telecommunications Fund Class I     384,399       5,589,160  
    Value Opportunities Fund Class I     4,667,923       114,457,473  
    World Income Fund Class I     430,532       2,695,128  
 
                       
Other Registered Investment Companies:                
    AIM International Growth Fund     449,667       13,377,608  
    Alliance Berstein Small Cap Growth Fund Class A     120,296       3,255,213  
    American Growth Fund of America     3,974,137       130,590,138  
    Artisan Small Cap Fund     389,753       7,093,500  
    Dodge & Cox Balanced Fund     1,090,974       95,002,000  
    Evergreen Mid Cap Growth Class I     1,577,519       9,812,165  
    GSIF U.S. Gov. Zero Coupon Bond 2009 Trust - Series 3     468,794       42,264,621  
    GSIF U.S. Gov. Zero Coupon Bond 2014 Trust - Series 3     111,892       8,074,105  
    Harbor Mid-Cap Growth Fund Inst. Class I     224,033       1,785,541  
    HW Mid-Cap Value Fund Class I     4,272,005       127,519,353  
    HW Large Cap Value Fund Class I     3,385,624       85,622,432  
    HW Small Cap Value Fund Class I     1,823,130       83,317,043  
    Ivy International Fund Class A     74,724       2,493,555  
    MFS Research Fund     427,893       10,205,254  
    Mainstay High Yield Corp Bond Fund     3,826,513       24,872,337  
    Munder Large Cap Growth Fund Class A     48,815       821,561  
 
                       
 
                  (Continued)

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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)
DECEMBER 31, 2006
 
                         
(a)   (b)             (e)  
    Description of Investment, Including     Number of     Current  
    Maturity Date and Rate of Interest     Shares     Value  
 
                       
REGISTERED INVESTMENT COMPANIES (continued):                
 
                       
    Pimco Total Return Portfolio Institutional     4,297,804       44,611,210  
    Templeton Institutional     2,952,607       78,746,033  
 
                     
 
                       
         Total Registered Investment Companies             3,339,524,245  
 
                       
TOTAL INVESTMENTS             5,455,823,543  
 
                       
*PARTICIPANT LOANS (maturing 2006 to 2024 at interest rates of 4% to 11%)             104,115,410  
 
                     
 
                       
    Total           $ 5,559,938,953  
 
                     
 
                       
* Party-in-interest as defined by ERISA
          (Concluded)
Cost information is not required for participant directed investments, and is therefore not included.

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SIGNATURES
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 26, 2007
     
 
  By:/s/ Louis DiMaria
 
   
 
  Chairman of the Administrative
 
  Committee of the Merrill Lynch & Co., Inc.
 
  401(k) Saving and Investment Plan