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, 2000
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, 2000 and 1999,
Supplemental Schedule for the Year ended December 31, 2000, 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
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 27, 2001 By: /s/ THOMAS A. PANEBIANCO, JR.
-----------------------------
Thomas A. Panebianco, Jr.
Vice President, Merrill Lynch Trust
Company, Trustee
Merrill Lynch & Co., Inc.
401(k) Savings & Investment Plan
Independent Auditors' Report
Financial Statements
Years Ended December 31, 2000 and 1999
Supplemental Schedule
Year Ended December 31, 2000
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, 2000 AND 1999:
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 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000 8-10
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 Plan (the "Plan")
as of December 31, 2000 and 1999 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, 2000
and 1999, 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 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 Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This 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.
/s/ Deloitte & Touche LLP
June 20, 2001
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
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2000 1999
ASSETS:
Investments, at market value:
Common stock $1,369,830,999 $ 908,970,905
Funds and trusts 2,147,468,561 2,077,604,717
-------------- ---------------
Total investments 3,517,299,560 2,986,575,622
Cash 8,607,408 8,296,086
Net receivable for pending transactions and accrued income 5,849,574 2,704,310
Loans receivable 55,649,908 228,819
Employer contributions receivable 989,508 689,698
Employee contributions receivable 5,830,087 4,157,214
-------------- ---------------
NET ASSETS AVAILABLE FOR BENEFITS $3,594,226,045 $ 3,002,651,749
============== ===============
See notes to financial statements.
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2000 AND 1999
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2000 1999
ADDITIONS:
Investment income:
Net appreciation in fair value of investments $ 259,882,686 $ 339,502,381
Dividends and interest 232,267,793 146,267,979
-------------- ---------------
Total investment income 492,150,479 485,770,360
Contributions to the Plan by the Company 50,995,487 34,983,944
Contributions to the Plan by the employees 274,709,994 229,694,083
Rollovers from other qualified plans 15,611,215 2,974,701
Transfers from other qualified plan 1,136,764 -
Other 901,602 -
-------------- ---------------
Total additions 835,505,541 753,423,088
-------------- ---------------
DEDUCTIONS:
Disbursements of benefits to beneficiaries or employees 243,906,096 189,148,141
Administrative expenses 25,149 84,081
-------------- --------------
Total deductions 243,931,245 189,232,222
-------------- ---------------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 591,574,296 564,190,866
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 3,002,651,749 2,438,460,883
-------------- ---------------
End of year $3,594,226,045 $3,002,651,749
============== ===============
See notes to financial statements.
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000 AND 1999
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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.
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").
Effective July 1, 2000, qualifying employees no longer have to complete one
year of service to participate in the 401(k) plan. During 1999 and the first
half of 2000, qualifying employees could elect to participate in the Plan as
of the first day of the month following 12 months of employment or the first
day of any month thereafter.
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 $10,500
for 2000 and $10,000 for 1999 (subject to certain exceptions described in
the Plan). A Participant can elect to change the rate at which his/her
contribution is determined at any time during the year.
Effective January 1, 2000, after one year of service, the Company matches
half of the first 6% of Eligible Compensation that the individual
contributes, up to an annual maximum Company contribution of $2,000. During
1999, the Company made contributions, up to an annual maximum of $1,500, in
an amount equal to 50% of the first 4% of Eligible Compensation contributed
by a Participant during the year. No Employer contributions are made for any
calendar year for Employees who participate at any time during such calendar
year in the Company's Employee Stock Purchase Plan.
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.
Participants who terminate employment become vested in Employer
contributions and earnings 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 are 100% vested in Employer contributions when they
attain age 65 or terminate employment because of death.
The Plan permits withdrawals and loans relating to contributions and
earnings under certain conditions which are in accordance with the Internal
Revenue Code and the regulations thereunder.
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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 an accrual basis.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make significant assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
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 sale price (if traded on the last business day in
December), the prevailing bid price, or the prevailing net asset value at
the close of trading on the last business day in December.
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, 2000, there were 87 investment options available in the
Plan. This includes 7 core investment options and 80 non-core investment
options including Merrill Lynch & Co., Inc. common stock.
-5-
During 2000 and 1999, the Plan's investments (including investments bought,
sold and held during each year) appreciated (depreciated) in value as
follows:
2000 1999
Net change in fair value of investments:
Common stock $568,179,612 $176,318,348
Funds and trusts (308,296,926) 163,184,033
------------- ------------
$259,882,686 $339,502,381
============ ============
The value of individual investments that represent 5% or more of the Plan's
net assets at December 31 are as follows:
December 31,
2000 1999
Merrill Lynch & Co., Inc.* $1,369,830,999 $ 908,970,905
Merrill Lynch*:
Basic Value Fund 400,521,705 455,307,626
Balanced Capital Fund** 164,803,697 196,724,044
Equity Index Trust** 152,137,035 166,620,802
Retirement Reserves 180,257,616 169,977,458
* Party-in-interest as defined by ERISA.
** Less than 5% of the Plan's net assets at December 31, 2000.
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.
-6-
7. DIVESTITURE OF PLAN ASSETS
As a result of the recapitalization of Lender's Service, Inc. ("LSI"),
certain employees of LSI no longer qualify 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
401(k) Plan in January of 1999. The transferred assets are included in
disbursements of benefits to beneficiaries or employees.
8. PLAN MERGER
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 & Investment Plan. Assets
totaling $1,136,764 were transferred to the Trust established under the
Plan.
******
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
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Number of Market
Description Shares Value
COMMON STOCK:
Merrill Lynch & Co., Inc.* 20,089,327.8659 $ 1,369,830,999
FUNDS AND TRUSTS:
GSIF U.S. Gov. Zero Coupon Bond Series 3 - Various Trusts:
2004 Trust Zero Coupon 115,760.2340 9,895,532
2009 Trust Zero Coupon 503,733.2574 33,081,674
2014 Trust Zero Coupon 294,633.3807 14,484,177
Merrill Lynch*:
Aggregate Bond Index Trust 92,170.7301 1,130,935
Balanced Capital Fund Class A 5,426,529.3819 164,803,697
Basic Value Fund 12,203,586.3827 400,521,705
Convertible Fund Class A 0.3630 4
Bond Fund, Inc. - Core Bond Portfolio Class A 3,918,066.1562 42,706,921
Corporate Bond Fund, Inc. - High Income Portfolio Class A 4,826,773.0736 25,774,968
Bond Fund, Inc. - Intermediate Portfolio Class A 730,339.9686 8,143,291
Developing Capital Markets Fund Class A 173,171.6056 1,759,424
Disciplined Equity Fund Class A 8,872.6361 98,398
Dragon Fund Class A 721,802.1623 5,954,868
Emerging Markets Debt Fund A 68,318.6875 417,427
Equity Income Fund Class A 226,847.1373 2,901,375
Equity Index Trust 3 1,616,930.9699 152,137,035
Euro Fund Class A 2,114,571.7829 32,268,365
Focus Twenty Fund Class A 3,161,122.4161 20,484,073
Focus Value Fund Class A 1,228,761.3730 13,786,703
Fundamental Growth Fund Class A 6,252,438.4751 140,492,293
Global Allocation Fund Class A 10,793,526.9149 141,611,073
Global Bond Fund for Investment & Retirement Class A 111,866.3383 909,473
Global Growth Fund Class A 3,495,171.2561 44,598,385
Global Small Cap Fund Class A 1,047,827.5802 20,202,116
Global Technology Fund Class A 7,904,171.7525 123,937,413
Global Value Fund Class A 2,209,159.3856 28,674,889
Growth Fund Class A 4,075,666.4308 84,733,105
Healthcare Fund Class A 4,719,205.7109 34,355,818
International Equity Fund Class A 105,902.2619 1,045,255
International Index Trust 372,885.3120 5,112,258
Internet Strategies Fund Class A 501,263.9670 2,035,132
Large Cap Core Fund Class A 413,685.5124 4,323,014
Large Cap Growth Fund Class A 325,987.3811 2,986,044
Large Cap Value Fund Class A 312,820.6357 3,619,335
Latin America Fund 177,148.5355 2,432,249
Merrill Lynch Global Financial Services Class A 37,756.9911 465,166
Mid-Cap Value Fund A 45,005.0053 651,672
Natural Resources Trust Fund A 250,270.0403 5,275,692
(Continued)
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
- --------------------------------------------------------------------------------
Description Shares Value
FUNDS AND TRUSTS (continued):
Pacific Fund Class A 2,007,736.9829 $ 40,355,513
Premier Growth Fund Class A 80,274.7180 508,139
Real Estate Fund Class A 351,849.1363 2,730,349
Retirement Preservation Trust 120,506,168.1665 120,506,168
Retirement Reserves Money Fund 180,257,616.2189 180,257,616
Select Ten Retirement Portfolio 2000 16,907,741.4290 20,603,266
Short-Term U.S. Government Fund Class A 46,749.1399 441,779
Small Cap Index Trust 591,599.4212 6,750,149
Small Cap Value Fund Class A 2,077,441.7400 40,800,956
U.S. Government Mortgage Fund Class A 74,058.9710 720,594
U.S. High Yield Fund Class A 34,370.2662 229,250
Utilities & Telecommunications Fund Class A 486,302.1625 5,699,461
World Income Fund Class A 59,386.0693 342,064
Mercury *:
Gold & Mining Class I 19,208.1186 159,235
Global Balanced Fund Class I 750.1676 7,307
Global Holdings Fund Class I 405,969.7824 3,795,817
Growth Opportunity Fund Class I 15,337.1144 271,927
HW International Value Fund Class I 298,436.6956 7,335,574
HW Balanced Investor 18,606.4207 322,635
HW Global Value Fund 45,064.3555 456,502
HW Mid-Cap Value Fund Class I 331,325.8869 5,062,660
HW Large Cap Value Fund Class I 79,849.6663 1,237,670
HW Small Cap Value Fund 292,659.2783 6,356,560
Large Cap Growth Fund Class I 221.9562 1,824
Low Duration Fund 63,616.0622 624,074
International Fund 847,987.0505 9,031,062
Pan European Growth Fund Class I 533,795.6446 5,898,442
QA International Fund Class I 4,358.7427 38,880
QA Large Cap Core Fund Class I 16,671.2597 141,372
QA Large Cap Growth Fund Class I 17,543.1278 132,977
QA Large Cap Value Fund Class I 1,662.4111 16,342
QA Mid Cap Fund Class I 30,149.3229 307,825
QA Small Cap Fund Class I 5,469.5471 55,461
QA Strategy All Equity Fund Class I 16,826.6760 148,411
QA Strategy Growth & Income Fund Class I 654.7059 6,108
QA Strategy Long-Term Growth Fund 31,990.0469 288,870
Select Growth Fund Class I 15,939.1176 225,539
Short-Term Investment Fund Class I 40,710.0170 401,401
Total Return Bond Fund 136,204.0808 1,709,361
U.S. Government Securities Fund I 11,198.1179 115,901
U.S. Large Cap Fund Clas I 9,142.0476 91,055
U.S. Small Cap Growth Fund 34,968.3622 433,258
(Continued)
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MERRILL LYNCH & CO., INC.
401(k) SAVINGS & INVESTMENT PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
- --------------------------------------------------------------------------------
Number of Market
Description Shares Value
FUNDS AND TRUSTS (continued):
Other:
AIM International Equity Fund 1,089,456.5485 $ 20,906,671
Alliance Quasar Fund Class A 335,641.0439 7,897,634
Blackrock Small Capital Growth 1,761,623.2341 33,735,085
Ivy International Fund Class A 171,488.8281 4,493,007
MFS Research Fund 1,482,178.7529 35,542,646
Munder Multi-Season Growth 140,754.8773 2,463,210
---------------
Total Funds and Trusts 2,147,468,561
---------------
TOTAL INVESTMENTS $ 3,517,299,560
===============
LOANS RECEIVABLE $ 55,649,908
===============
* Party-in-interest as defined by ERISA.
(Concluded)
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