SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS 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, 1999
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, 1999 and 1998,
Supplemental Schedules for the Year ended December 31, 1999, and
Independent Auditors' Report.
The financial statements required to be filed hereunder appear commencing
at page 2 hereof.
(b) Exhibits
(23) Consent of Independent Public Accountants (following financial
statements).
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
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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 23, 2000 By: /s/ ROBERT F. ARIMENTA, JR.
---------------------------
Robert F. Arimenta, Jr.
Vice President, Merrill Lynch Trust
Company,
Trustee
The Merrill Lynch & Co.,
Inc. 401(k) Savings &
Investment Plan
Financial Statements for the
Years Ended December 31, 1999 and 1998,
Supplemental Schedules for the
Year Ended December 31, 1999 and
Independent Auditors' Report
THE MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
TABLE OF CONTENTS
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Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE
YEAR ENDED DECEMBER 31, 1999:
Supplemental Schedule of Assets Held for Investment Purposes 8-9
Supplemental Schedule of Reportable Transactions 10
INDEPENDENT AUDITORS' REPORT
Trustees of the Merrill Lynch & Co., Inc.
401(k) Savings & Investment Plan
We have audited the accompanying statements of net assets available for benefits
of the Merrill Lynch & Co., Inc. 401(k) Savings & Investment Pla n (the "Plan")
as of December 31, 1999 and 1998 and the related statements of changes in net
assets available for benefits for the years then ended. 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 auditing standards generally accepted
in the United States of America. 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 net assets available for benefits of the Plan at December 31, 1999
and 1998 and the changes in net assets available for benefits for the years then
ended 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 schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are 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. These schedules are the responsibility of the Plan's management. Such
supplemental schedules have been subjected to the auditing procedures applied in
our audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
June 12, 2000
THE MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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1999 1998
ASSETS:
Investments, at market value:
Common stock $ 908,970,905 $ 677,456,358
Funds and trusts 2,077,604,717 1,741,905,635
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Total investments 2,986,575,622 2,419,361,993
Cash 11,000,396 13,421,172
Loans receivable 228,819 323,927
Employer contributions receivable 4,157,214 1,414,872
Employee contributions receivable 689,698 3,938,919
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Total assets 3,002,651,749 2,438,460,883
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NET ASSETS AVAILABLE FOR BENEFITS $3,002,651,749 $2,438,460,883
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See notes to financial statements.
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THE MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1999 1998
ADDITIONS:
Investment income:
Net appreciation (depreciation) in fair value of investments $ 339,502,381 $ (76,424,616)
Dividends and interest 146,267,979 121,296,308
--------------- ---------------
Total investment income 485,770,360 44,871,692
Contributions to the Plan by the Company 34,983,944 30,586,869
Contributions to the Plan by the employees 229,694,083 213,257,375
Rollovers from other qualified plans 2,974,701 14,588,045
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Total additions 753,423,088 303,303,981
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DEDUCTIONS:
Disbursements of benefits to beneficiaries or employees 189,148,141 148,221,230
Administrative expenses 84,081 59,901
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Total deductions 189,232,222 148,281,131
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NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 564,190,866 155,022,850
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,438,460,883 2,283,438,033
--------------- ---------------
End of year $ 3,002,651,749 $ 2,438,460,883
=============== ===============
See notes to financial statements.
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THE MERRILL LYNCH & CO., INC. 401(k) SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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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.
The 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").
Subject to exclusions specified in the Plan, any Employee of Merrill Lynch
& Co., Inc. or of a participating subsidiary or affiliate (the "Company"
or "Employer") can elect to participate in the Plan providing such
Employee has worked for the Employer for 12 months. An Employee can elect
to participate in the Plan (if eligible) as of the first day of the month
following 12 months of employment or the first day of any month
thereafter.
Effective July 1, 2000, employees will no longer have to complete one year
of service as required currently to participate in the 401(k) plan.
Each Participant may elect to make contributions to the Plan on a pre-tax
basis through payroll deductions from 1% through 15% of such Participant's
Eligible Compensation for each pay period up to an annual maximum of
$10,000 for both 1999 and 1998 (subject to certain exceptions described in
the Plan and periodic adjustments for cost-of-living increases for each
calendar year). A Participant can elect to change the rate at which his or
her contribution is determined at any time during the year.
The Company will make contributions, up to a maximum of $1,500, in an
amount equal to 50% of the first 4% of Eligible Compensation contributed
by a Participant during each calendar year. No Employer contributions will
be made for any calendar year for Employees who participate at any time
during such calendar year in the Company's Employee Stock Purchase Plan.
Effective January 1, 2000, after one year of service, and if an employee
is not participating in the Employee Stock Purchase Plan, Merrill Lynch
matches half of the first 6% the individual contributes up to an annual
maximum Merrill Lynch contribution of $2,000.
All Participants are always 100% vested in contributions to the Plan made
from their Eligible Compensation and in amounts rolled over from an
employer's qualified retirement plan. Participants are 100% vested in
Employer contributions when they attain age 65 or terminate employment
because of death.
Other Participants who terminate employment after October 31, 1993 will
become vested in Employer contributions and earnings based on completed
Years of Service: 1 Year of Service - 20% vested;
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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.
The Plan permits withdrawals relating to contributions and earnings under
certain conditions which are in accordance with the Internal Revenue Code
and the regulations thereunder.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Purchases and sales of investments are recorded on a trade date basis. All
other accounting records of the Plan are maintained on the accrual basis.
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
convenience only.
The cost of security investments is based on the average cost method for
individual securities. Quoted market values of security investments are
based on the last sales price (if traded on December 31), the prevailing
bid price or the prevailing net asset value at the close of trading on
December 31.
3. INVESTMENTS
The Administrative 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 by the Participant among
the investments designated by the Administrative Committee.
At December 31, 1999, there were 62 investment options available in the
Plan. This includes 6 core investment options, 55 noncore investment
options and Merrill Lynch & Co. Inc. common stock.
During 1999 and 1998, the Plan's investments (including investments
bought, sold and held during each year) appreciated (depreciated) in value
as follows:
Years Ended December 31,
1999 1998
Net change in fair value of investments:
Common stock $ 176,318,348 $ (50,628,026)
Funds and trusts 163,184,033 (25,796,590)
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$ 339,502,381 $ (76,424,616)
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The value of individual investments that represent 5% or more of the Plan's net
assets at December 31 are as follows:
1999 1998
Merrill Lynch & Co., Inc. $908,970,905 $677,456,358
Merrill Lynch:
Basic Value Fund 455,307,626 438,551,798
Capital Fund 196,724,044 222,185,409
Equity Index Trust 166,620,802 110,035,897
Global Allocation Fund** 144,766,653 143,955,025
Retirement Reserves 169,977,458 151,198,420
** Less than 5% of the Plan's net assets at December 31, 1999.
4. ADMINISTRATIVE EXPENSES
Plan expenses, including expenses of the Administrative Committee and
Trustee, to the extent not paid by the Plan, are paid by the Company.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions of
ERISA.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 13, 1995, 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 designed and is
currently being operated in compliance with the applicable requirements of
the IRC. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
7. PLAN MERGER
In December 1998, amounts attributable to profit-sharing contributions
were transferred from a trust established under the Smith New Court Inc.
Retirement Savings Plan (the "SNC Plan") to a trust established under the
Merrill Lynch & Co., Inc. Retirement Accumulation Plan. The SNC Plan was
then merged with and into the Plan and the remaining amounts held under
the SNC Plan, totaling $7,250,873, were transferred to the trust
established under the Plan.
8. DIVESTITURE OF PLAN ASSETS
As a result of the recapitalization of Lender's Service, Inc. ("LSI") on
June 12, 1998, certain employees of LSI no longer qualified as active
participants under the Plan. The vested account balances for those
employees under the Plan, totaling $1,645,585, were transferred to a trust
established under LSI's
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401(k) Plan in January of 1999. The transferred assets are included in
disbursements of benefits to beneficiaries or employees.
9. SUBSEQUENT EVENTS
On March 24, 2000, the Mercury Asset Management International Ltd. 401(k)
Retirement Plan of Mercury Asset Management International Ltd. was merged
with The Merrill Lynch & Co., Inc. 401(k) Savings and Investments Plan.
Assets totaling approximately $1,029,000 were transferred to the Trust
established under the Plan.
******
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THE MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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Number of Market
Description Shares Cost Value
COMMON STOCK:
Merrill Lynch & Co., Inc.* 10,910,443.9338 $ 511,433,566 $ 908,970,905
FUNDS AND TRUSTS:
GSIF U.S. Gov. Zero Coupon Bond Series 3 - Various Trusts 1,098,705.1030 51,227,973 54,713,521
Merrill Lynch*:
Adjustable Rate Specialties 7,398.2302 70,536 70,061
Aggregate Bond Index Tier 3 101,163.0901 1,107,457 1,110,771
Americas Income Fund 69,796.0506 441,135 436,923
Basic Value Fund 11,934,669.0831 355,764,071 455,307,626
Capital Fund Class A 6,134,207.8040 187,103,269 196,724,044
Convertible Fund 83,264.2279 1,143,268 1,002,501
Corporate Bond Fund - High Income Portfolio 4,841,566.7881 36,365,372 32,196,419
Corporate Bond Fund - Intermediate Term Portfolio 782,949.7097 8,894,695 8,565,470
Corporate Bond Fund - Investment Grade Portfolio 4,233,789.1054 48,277,806 45,132,192
Developing Capital Markets Fund Class A 162,296.2171 1,867,648 2,350,049
Dragon Fund 732,657.5999 6,579,992 9,553,855
Emerging Tigers Fund 342,792.4694 2,568,888 3,431,353
Equity Index Trust 3 1,610,796.6190 100,451,941 166,620,802
Euro Fund 2,266,452.2761 35,952,920 33,860,797
U.S. Government Mortgage Fund Class A 89,532.7851 871,791 834,446
Fundamental Growth Fund Class A 3,579,104.8647 77,418,324 93,522,010
Global Allocation Fund 10,325,724.1834 141,973,453 144,766,653
Global Bond Fund for Investment & Retirement 107,994.5127 998,828 913,634
Global Growth Fund Class A 2,033,040.9189 26,997,900 35,212,269
Global Holdings Fund Class A 254,326.0791 3,536,623 3,718,247
Global Resources Trust 207,230.5388 3,140,557 3,135,398
Global Small Cap Fund 186,521.1103 2,380,121 3,351,784
Global Tech Fund Class A 3,960,508.3450 62,734,506 97,309,690
Global Utility Fund 229,994.6367 3,769,493 4,615,992
Global Value Fund 2,007,335.5233 27,030,617 29,547,979
Growth Fund 3,962,344.6562 92,552,027 108,647,490
Healthcare Fund 2,745,385.6010 14,898,543 17,048,845
International Equity Fund 45,685.4059 487,152 551,880
International Index Tier 3 258,863.0189 3,392,785 4,294,537
Latin America Fund 169,445.0833 2,000,823 2,623,010
Pacific Fund 2,235,750.2118 48,603,836 74,048,047
Phoenix Fund 975,272.6593 12,221,692 13,985,410
(Continued)
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THE MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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Number of Market
Description Shares Cost Value
FUNDS AND TRUSTS:
Real Estate Fund Class A 340,048.3025 $ 2,559,960 $ 2,387,139
Retirement Preservation Trust 102,867,487.1575 102,867,502 102,867,487
Retirement Reserves Money Fund 169,977,457.5558 169,977,148 169,977,458
Select Ten Retirement Portfolio 29,155,355.7151 29,733,631 30,181,916
Small Cap Index Tier 3 365,746.1334 3,581,040 4,271,915
Special Value Fund 1,182,728.1185 22,258,477 24,659,881
Strategic Dividend Fund 214,102.4808 2,933,440 2,804,743
Utility Income Fund Class A 80,695.5908 855,302 777,099
World Income Fund 54,904.0205 367,880 345,346
Hotchkis & Wiley:
Balanced Fund 15,834.6706 295,777 261,114
Equity Income Fund 82,995.6435 1,565,472 1,210,906
Global Equity Fund 32,621.3522 363,341 365,359
International Fund 243,437.3285 6,058,956 6,426,745
Low Duration Fund 84,900.7752 861,188 833,726
Mid-Cap Fund 135,276.5520 1,545,206 1,496,159
Short-Term Fund 28,772.3201 290,183 288,586
Small Cap Fund 347,067.5396 7,626,347 5,914,031
Total Return Fund 161,792.0023 2,156,265 2,015,928
Other:
AIM International Equity Fund 275,394.4474 5,580,620 7,658,720
Alliance Quasar Fund Class A 289,791.6728 7,492,636 8,183,717
Blackrock Small Capital Growth 395,408.6822 9,822,586 12,558,180
Ivy International Fund 135,991.7784 5,847,968 6,403,853
Mercury International Fund 456,311.9776 4,995,451 6,169,338
Mercury Pan Europe Growth Fund Class 1 319,741.2432 3,428,763 3,932,817
MFS Research Fund 850,591.5328 21,595,387 24,548,072
Munder Multi-Season Growth 88,105.0346 1,813,782 1,860,777
Total Funds and Trusts 1,779,300,350 2,077,604,717
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TOTAL INVESTMENTS $2,290,733,916 $2,986,575,622
============== ==============
* Party-in-interest as defined by ERISA.
(Concluded)
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THE MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
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Cost of
Assets
Purchases Sales Sold Gain (Loss)
COMMON STOCK:
Merrill Lynch & Co., Inc.* $326,849,725 (1,466) $234,093,807 (1,639) $194,079,402 $ 40,014,405
FUNDS:
Merrill Lynch*:
Basic Value Fund 100,789,237 (1,088) 70,337,408 (1,280) 54,214,935 16,122,473
Pacific Fund 85,273,064 (467) 73,052,762 (553) 71,007,780 2,044,982
Dragon Fund 71,905,712 (326) 70,223,384 (278) 68,907,856 1,315,528
Retirement Preservation
Trust 212,791,152 (716) 198,302,165 (574) 198,302,165 --
Retirement Reserves
Money Fund 256,795,415 (803) 237,983,852 (676) 237,983,852 --
NOTES:
Reportable transactions, required to be reported herein, are defined in
Section 2520.103-6, Chapter XXV Title 29 (Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974).
The figures in parentheses represent the number of purchases or sales
included in the reported dollar amounts.
*Party-in-interest as defined by ERISA.
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