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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 27, 1994
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Merrill Lynch & Co., Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-7182 13-2740599
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(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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212)449-1000
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 5. Other Events
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On January 24, 1994, Merrill Lynch & Co., Inc. ("ML & Co.") announced its
earnings 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superseded by ML & Co.'s Annual Report on Form 10-K for the year ended December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. In this announcement, ML & Co. indicated that it had adopted,
effective as of the first quarter of 1993, Statement of Financial Accounting
Standards ("SFAS") No. 112 (Employers' Accounting for Postemployment Benefits)
and indicated that first quarter 1993 financial statements would be restated to
reflect the $35.4 million cumulative effect adjustment. Filed herein is an
unaudited summary of restated financial information for the three-, six- and
nine-month periods in fiscal 1993 related to the adoption of SFAS No. 112.
Also filed herein is a discussion of ML & Co.'s full year unaudited results of
operations which were announced on January 24, 1994.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
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(99) Additional Exhibits
(i) Unaudited Summary of Financial Information
(ii) Summary Discussion of 1993 Full Year Unaudited
Results
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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.
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(Registrant)
By: /s/ Joseph T. Willett
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Joseph T. Willett
Senior Vice President,
Chief Financial Officer
Date: January 31, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
MERRILL LYNCH & CO., INC.
EXHIBITS TO CURRENT REPORT ON
FORM 8-K DATED JANUARY 27, 1994
Commission File Number 1-7182
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
(99) Additional Exhibits
(i) Unaudited Summary of 6
Financial Information
(ii) Summary Discussion of 1993 7
Full Year Unaudited Results
</TABLE>
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Exhibit 99(i)
MERRILL LYNCH & CO., INC. AND SUBSIDIARIES
Unaudited Summary of Financial Information
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
For the Three For the Six For the Nine
Months Ended Months Ended Months Ended
March 26, 1993 June 25, 1993 Sept. 24, 1993
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<S> <C> <C> <C>
Total Revenues $ 3,958,984 $ 7,921,993 $ 12,062,041
Interest Expense 1,346,868 2,755,380 4,261,808
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Net Revenues 2,612,116 5,166,613 7,800,233
Non-Interest Expense 2,021,795 3,981,384 5,972,705
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Earnings Before Income
Taxes and Cumulative
Effect of a Change in
Accounting Principle 590,321 1,185,229 1,827,528
Income Tax Expense 247,935 497,796 780,408
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Earnings Before Cumulative
Effect of a Change in
Accounting Principle 342,386 687,433 1,047,120
Cumulative Effect of a
Change in Accounting
Principle (Net of
Applicable Income Taxes) (35,420) (35,420) (35,420)
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Net Earnings $ 306,966 $ 652,013 $ 1,011,700
============ ============ ============
Net Earnings Applicable to
Common Stockholders $ 305,570 $ 649,339 $ 1,007,755
============ ============ ============
Earnings Per Common Share:
Primary $ 1.35 $ 2.88 $ 4.45
============ ============ ============
Fully Diluted $ 1.35 $ 2.87 $ 4.42
============ ============ ============
Other Financial Data
Total Assets $121,619,874 $130,631,933 $147,611,339
Total Liabilities $116,757,542 $125,364,778 $142,038,103
Total Stockholders' Equity $ 4,862,332 $ 5,267,155 $ 5,573,236
Net Profit Margin Before
Cumulative Effect
Adjustment 13.1% 13.3% 13.4%
Net Profit Margin After
Cumulative Effect
Adjustment 11.8% 12.6% 13.0%
</TABLE>
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EXHIBIT 99(ii)
SUMMARY DISCUSSION OF 1993 FULL YEAR UNAUDITED RESULTS
FISCAL YEAR 1993
Net earnings for 1993 were a record $1,358.9 million, an increase of $465.1
million (52%) above the $893.8 million reported for 1992. Results for 1993
include a non-recurring pretax lease charge in the first quarter totaling $103.0
million ($59.7 million after income taxes) related to the Company's decision not
to occupy certain space at its World Financial Center Headquarters facility.
The 1993 results also reflect the early adoption of Statement of Financial
Accounting Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment
Benefits." The cumulative effect of this change in accounting principle
reduced 1993 net earnings by $35.4 million. Revenues after interest expense
("net revenues") reached a record $10,558 million, up 23% over the $8,577
million reported in 1992. Total 1993 revenues advanced 24% to $16,588 million
versus $13,413 million for the prior year.
Commission revenues increased 19% in 1993 to $2,894 million due primarily to
the continued growth of listed securities transactions, increases in sales of
mutual funds and higher revenues from other commission categories. Commissions
on listed securities benefited from higher trading volume and increases in
average market prices. Mutual fund commissions benefited from increased sales
of front-end funds. Strong 1992 sales led to an increase in 1993 distribution
fees for deferred-charge funds, however, redemption fees declined from 1992 due
to lower levels of redemptions. Interest and dividend revenues in 1993 were
$7,099 million, up 22% from 1992. Interest expense (including dividend
expense) rose 25% in 1993 to $6,030 million. As a result, in 1993 net interest
and dividend profit advanced 10% to $1,069 million, compared to the $971 million
reported in 1992. This increase in net interest and dividend profit resulted
from the expansion of collateralized borrowing and lending activities, the
increased use of interest-free funds due to a
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larger equity base, and decreased funding costs due to lower interest rates and
improved credit ratings.
Principal transactions revenues rose to record levels in 1993, up 35% to
$2,920 million from the $2,166 million reported in 1992. Fixed-income and
foreign exchange revenues, in the aggregate, increased on higher revenues from
swaps and derivatives, corporate bonds and preferred stocks, and non-U.S.
governments and agencies. These advances were somewhat offset by lower revenues
from foreign exchange. In addition, 1993 mortgage-backed securities principal
transactions revenues were essentially break-even; however net revenues
including hedges and net interest, were positive, although significantly below
1992 levels. Equity trading revenues increased primarily due to higher volume
and prices in over-the-counter and foreign equity markets. Investment banking
revenues increased 23% to a record $1,831 million from the $1,484 million
reported a year ago. Underwriting revenues benefited from the low interest rate
environment, as corporations refinanced higher interest-bearing debt with lower
rate issuances, or raised capital through equity offerings. Investor demand
remained strong for equity and high-yield bond underwritings which offer the
potential for higher returns compared with other investment alternatives. Asset
management and portfolio service fees were also a record, advancing 24% to
$1,558 million from the $1,253 million reported last year. Increased fees earned
from asset management activities, the Merrill Lynch Consults (Registered
Trademark) portfolio management service and other fee-based portfolio services
businesses contributed to these favorable results. Asset management fees
increased from 1992 due primarily to asset growth in stock and bond funds.
Merrill Lynch Consults revenue increased due to the growth in the number of
accounts and higher asset levels. Other revenues rose 1% to $285 million due to
higher equity access fees generated from increased home equity loan activity,
partially offset by net investment losses related primarily to provisions for
merchant banking activities.
Non-interest expenses totaled $8,133 million, up 17% from the $6,956
million in 1992.
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Excluding the 1993 first quarter non-recurring lease charge totaling $103.0
million, non-interest expenses were up 15%. Compensation and benefits expense,
which represented approximately 65% of total non-interest expenses, increased
20% from 1992 due to higher production-related compensation, and increases in
incentive compensation linked to the Company's improved profitability and return
on common equity. Nevertheless, compensation and benefits expense, as a
percentage of net revenues, declined to 49.8% from 50.9% in 1992.
Facilities-related costs, including occupancy, communications and equipment
rental, and depreciation and amortization, increased 13% from 1992 (3% excluding
the non-recurring lease charge). Advertising and market development expenses
increased 25% reflecting higher sales promotion and recognition program costs
for Financial Consultants that are tied to increased business activity. In
addition, travel costs were up as the increase in business volume required
additional domestic and international travel, while favorable markets
contributed to the expansion of certain discretionary national and local
advertising campaigns. Professional fees increased 13% due to technology
upgrades which required the use of system and management consultants, as well as
higher employment agency fees. Brokerage, clearing and exchange fees were up 1%
as a result of increased trading volume, while other expenses increased 5%
principally as a result of additions to loss provisions related to litigation
and claims.
Income tax expense was $1,030 million versus $669 million in the prior year
as the effective rate in 1993 rose to 42.5%, compared with 41.3% a year ago.
The higher effective tax rate in 1993 related to the increase in the Federal
statutory rate from 34% in 1992 to 35% in 1993 due to legislation raising
corporate income tax rates retroactive to January 1, 1993.
The Company's Board of Directors declared a two-for-one common stock split
effected in the form of a 100% stock dividend paid November 24, 1993 to
stockholders of record in October 22, 1993.
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