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 [FEE REQUIRED]
For the fiscal year ended December 31,1993.
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 1 (d)
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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., lnc. 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.,
World Financial Center
North Tower
250 Vesey Street
New York. N.Y. 10281-1334
Financial Statements and Exhibits.
---------------------------------
(a) Financial Statements for the Years Ended December 31, 1993 and 1992 and
Independent Auditors' Report.
The financial statements required to be filed hereunder appear
commencing at page F-1 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, in the City of New York, State of New
York.
Merrill Lynch & Co., Inc.
401(k) Savings & Investment Plan
Date: June 28, 1994 By: /s/ Daniel C. Rowland
---------------------
Daniel C. Rowland
Chairman, Administrative Committee
Deloitte &
Touche
- - ----------
LOGO
- - --------------------------------------------------------------------------------
THE MERRILL LYNCH & CO., INC.
401(K) SAVINGS & INVESTMENT PLAN
FINANCIAL STATEMENTS FOR THE
YEARS ENDED DECEMBER 31, 1993 AND 1992, AND
INDEPENDENT AUDITORS' REPORT
- - --------------------------------------------------------------------------------
- - ---------------
Deloitte Touche
Tohmatsu
International
- - ---------------
Deloitte &
Touche [Letterhead of Deloitte & Touche]
- - ----------
LOGO
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, 1993 and 1992 and the related statements of changes in net
assets available for benefits for the years ended December 31, 1993 and 1992.
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 generally accepted auditing
standards. 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, 1993
and 1992 and the changes in its net assets available for benefits for the years
ended December 31, 1993 and 1992 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche
June 10, 1994
- - ---------------
Deloitte Touche
Tohmatsu
International
- - ---------------
F-1
THE MERRILL LYNCH & CO., INC.
401(K) SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
- - --------------------------------------------------------------------------------
1993 1992
ASSETS:
Investment in common stock, at quoted market value - Merrill Lynch &
Co., Inc. (cost - 1993, $80,271,057; 1992, $62,852,570; and
shares - 1993, 3,379,864; 1992, 1,711,820) $141,954,276 $101,853,272
Investments in funds and trusts, at quoted market value:
Merrill Lynch Basic Value Fund, Inc. (cost - 1993, $151,503,039;
1992, $125,132,817; and units - 1993, 7,631,716; 1992, 6,617,011) 178,353,192 134,590,010
Merrill Lynch Capital Fund, Inc. (cost - 1993, $112,487,266; 1992,
$98,551,667; and units - 1993, 4,388,558; 1992, 3,961,358) 122,747,963 104,302,557
Merrill Lynch Global Allocation Fund, Inc. (cost - 1993, $86,566,473;
1992, $33,715,755; and units - 1993, 7,053,893; 1992, 2,925,458) 93,252,472 33,730,536
Merrill Lynch High Income Corporate Bond Fund (cost - 1993,
$17,668,443; 1992, $15,313,578; and units - 1993, 2,401,780; 1992,
2,159,048) 19,982,813 16,797,392
Merrill Lynch High Quality Corporate Bond Fund (cost - 1993,
$33,637,663; 1992, $30,103,634; and units - 1993, 2,871,453; 1992,
2,639,243) 34,371,296 31,301,419
Merrill Lynch Intermediate Term Corporate Bond Fund (cost -
1993, $7,582,761; 1992, $7,919,185; and units - 1993, 677,103;
1992, 715,496) 8,071,073 8,299,752
Merrill Lynch Retirement Reserves Money Fund (cost - 1993,
$97,936,543; 1992, $98,056,747; and units - 1993, 97,936,543;
1992, 98,056,747) 97,936,543 98,056,747
Merrill Lynch Equity Index Trust Tier III (cost - 1993, $17,552,870;
1992, $15,503,933; and units - 1993, 674,155; 1992, 615,632) 19,572,746 16,250,848
GSIF U.S. Government Zero Coupon Bond Series 3 - Various Trusts
(cost - 1993, $19,554,565; 1992, $20,348,711; and units - 1993, 474,514;
1992, 548,506) 25,139,678 24,307,605
Merrill Lynch Retirement Preservation Trust (cost - 1993,
$21,429,638; 1992, $14,277,885; and units - 1993, 21,429,638; 1992,
14,277,885) 21,429,638 14,277,885
Merrill Lynch Growth Fund for Investment and Retirement (cost -
1993, $27,157,213; 1992, $17,665,576; and units - 1993, 1,730,982;
1992, 1,243,949) 30,257,563 18,509,967
Merrill Lynch Phoenix Fund (cost - $2,624,510
and units - 191,358) 2,573,765 -
Merrill Lynch Fund for Tomorrow (cost - $109,065
and units - 7,617) 120,736 -
Merrill Lynch Global Holdings (cost - $1,514,001
and units - 116,202) 1,526,889 -
Merrill Lynch Natural Resources Trust (cost - $886,222
and units - 62,046) 942,483 -
F-2
THE MERRILL LYNCH & CO., INC.
401(K) SAVINGS & INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993 AND 1992
- - ----------------------------------------------------------------------
1993 1992
ASSETS:
Merrill Lynch Balanced Fund for Investment & Retirement
(cost - $76,828 and units - 5,984) $ 73,784 $ -
Merrill Lynch Global Bond Fund for Investment and Retirement
(cost - $1,309,257 and units - 127,491) 1,278,732 -
Merrill Lynch EuroFund (cost - $13,316,321 and units -
1,006,831) 14,770,209 -
Merrill Lynch Strategic Dividend Fund (cost - $82,287
and units - 5,965) 75,994 -
Merrill Lynch Global Utility Fund (cost - $2,124,593
and units - 159,677) 2,182,788 -
Merrill Lynch Technology Fund (cost - $3,510,028
and units - 653,232) 2,939,545 -
Merrill Lynch Global Convertible Fund (cost - $440,867
and units - 40,714) 434,823 -
Merrill Lynch Healthcare Fund (cost - $1,784,961
and units - 471,452) 1,843,377 -
Merrill Lynch Special Value Fund (cost - $459,619
and units - 28,816) 451,266 -
Merrill Lynch Pacific Fund (cost - $6,176,991
and units - 303,620) 6,430,681 -
Investment in Merrill Lynch Cash Management
Account Money Fund 5,557,757 3,482,215
------------ ------------
Total investments 834,272,082 605,760,205
Cash 19,021,654 10,365,551
Employer contribution receivable 909,539 1,675,285
------------ ------------
TOTAL ASSETS 854,203,275 617,801,041
LESS LIABILITY:
Payable to beneficiaries or employees 1,775,080 -
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $852,428,195 $617,801,041
============ ============
See notes to financial statements.
F-3
THE MERRILL LYNCH & CO., INC.
401(K) SAVINGS & INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
- - --------------------------------------
1993 1992
ADDITIONS:
Investment income:
Net appreciation in fair value of investments $ 89,038,395 $ 10,447,975
Dividends and interest 41,445,037 29,523,198
------------ ------------
Total investment income 130,483,432 39,971,173
Contribution to the Plan by the Company 21,756,330 19,726,399
Contribution to the Plan by the employees 118,339,968 101,605,059
Transfers from other qualified plans 2,102,535 1,553,774
------------ ------------
Total additions 272,682,265 162,856,405
------------ ------------
DEDUCTIONS:
Disbursements of benefits to beneficiaries or employees 37,486,330 31,041,579
Administrative expenses 568,781 467,486
------------ ------------
Total deductions 38,055,111 31,509,065
------------ ------------
NET INCREASE 234,627,154 131,347,340
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 617,801,041 486,453,701
------------ ------------
End of year $852,428,195 $617,801,041
============ ============
See notes to financial statements.
F-4
THE MERRILL LYNCH & CO., INC.
401(K) SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1993 AND 1992
- - --------------------------------------
1. DESCRIPTION OF THE PLAN
The following brief 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 Employees
have 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 calendar
quarter 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 reductions from 1% to 15% of such Participant's
Eligible Compensation for each pay period up to an annual maximum of $8,994
for 1993 (subject to annual adjustment 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.
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 for 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.
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 eligible retirement plan. Participants who elected to make
contributions to the Plan through payroll reductions beginning with the
1987 Plan Year are 100% vested in Employer contributions, as are
Participants when they attain age 65 or terminate employment because of
death or Early Retirement.
Other Participants who terminate employment after October 31, 1993 will
become vested in Employer contributions and earnings based on complete
Years of Service after October 1, 1987: 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.
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.
F-5
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Plan investments are maintained on a settlement date basis which is not
materially different than the 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 value of security investments is 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.
In 1993, sixteen additional Merrill Lynch mutual funds were added as
investment options of the Plan, fourteen of which were elected by
Participants and purchased by the Plan.
All contributions to the Plan may be allocated among from one to four
investments selected by the Participant from among the investments
designated by the Administrative Committee.
During 1993 and 1992, the Plan's investments (including investments bought,
sold and held during each year) appreciated in value as follows:
YEARS ENDED DECEMBER 31,
1993 1992
Net change in fair value of investments:
Common stock $41,470,019 $ 1,797,624
Funds and trusts 47,568,376 8,650,351
----------- -----------
$89,038,395 $10,447,975
=========== ===========
4. ADMINISTRATIVE EXPENSE
All 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.
F-6
6. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated February 23, 1989, 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 and the Plan's Tax Counsel believe
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.
* * * * * *
F-7