SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 1994
-------------------------
Merrill Lynch & Co., Inc.
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-7182 13-2740599
- ------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
World Financial Center, North Tower, New York, New York 10281-1332
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 449-1000
--------------------------
- ------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report.)
Item 5. Other Events
- ---------------------
Filed herewith are the Preliminary Unaudited Earnings Summaries, as
contained in a press release dated January 24, 1994, for Merrill Lynch & Co.,
Inc. ("ML & Co.") for the three months and year ended December 31, 1993, which
will be superseded by ML & Co.'s Annual Report on Form 10-K for the year ended
December 31, 1993. The results of operations set forth therein for the three
months and year ended December 31, 1993 are unaudited. All adjustments that
are, in the opinion of management, necessary for a fair presentation of the
results of operations for the periods presented have been included. These
adjustments consist of normal recurring accruals and, as previously reported, a
non-recurring pre-tax lease charge in the quarter ended March 26, 1993 of $103.0
million ($59.7 million after income taxes). The nature of ML & Co.'s business
is such that the results for any interim period are not necessarily indicative
of the results for a full year. ML & Co. has adopted, effective as of the first
quarter of 1993, Statement of Financial Accounting Standards ("SFAS") No. 112
(Employers' Accounting for Postemployment Benefits); first quarter 1993
financial statements will be restated to reflect the $35.4 million cumulative
effect adjustment, which is net of applicable income taxes. Effective as of
December 31, 1993, ML & Co. has also adopted SFAS No. 115 (Accounting for
Certain Investments in Debt and Equity Securities). As also previously
reported, 1992 financial statements have been restated to reflect the adoption
in 1992 of SFAS Nos. 106 (Employers' Accounting for Postretirement Benefits
Other than Pensions) and 109 (Accounting for Income Taxes).
On January 24, 1994, subsequent to its preliminary unaudited full-year
earnings announcement, ML & Co. became aware of a recent interpretation by the
accounting staff of the Securities and Exchange Commission ("SEC") which adds
certain requirements for SEC registrants adopting SFAS No. 115. This
interpretation will adjust certain asset and liability accounts. A corresponding
adjustment to stockholders' equity is required to reflect the impact of treating
certain unrealized holding gains and losses of available-for-sale securities as
if they had actually been realized. Prior to learning of the SEC accounting
staff's interpretation, ML & Co. announced in its full-year earnings release
that stockholders' equity increased $164 million, net of income taxes, as of
December 31, 1993, as a result of its adoption of SFAS No. 115. ML & Co.
anticipates that this interpretation will have the effect of reducing the $164
million increase in stockholders' equity that the company announced would result
from the adoption of SFAS No. 115. This interpretation has no effect on ML &
Co.'s reported earnings, and will have an insignificant effect on stockholders'
equity, which exceeded $5.5 billion at year end 1993.
During the three months and for the year ended December 31, 1993, ML & Co.
repurchased in the open market 9.1 million and 16.3 million shares,
respectively; these amounts reflect the two-for-one common stock split, effected
in the form of a 100% stock dividend, paid on November 24, 1993.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- ---------------------------------------------------------------------------
(c) Exhibits.
--------
(99) Additional Exhibits
(i) Preliminary Unaudited Earnings Summaries
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MERRILL LYNCH & CO., INC.
---------------------------
(Registrant)
By: /s/ Joseph T. Willett
-----------------------
Joseph T. Willett
Senior Vice President,
Chief Financial Officer
Date: January 26, 1994
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JANUARY 24, 1994
Commission File Number 1-7182
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
(99) Additional Exhibits
(i) Preliminary Unaudited Earnings Summaries 6