-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, o3KMnw84TnBfR0HmchwkLzz7TdMP8qiINfRAjfzymog5qr5HpdSqZfb6PEOsyCOq /CgQwpXgBqAayGNOiEsdhQ== 0000950109-94-000095.txt : 19940201 0000950109-94-000095.hdr.sgml : 19940201 ACCESSION NUMBER: 0000950109-94-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940127 ITEM INFORMATION: 5 ITEM INFORMATION: 7 FILED AS OF DATE: 19940131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 132740599 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 34 SEC FILE NUMBER: 001-07182 FILM NUMBER: 94503849 BUSINESS ADDRESS: STREET 1: 225 LIBERTY ST STREET 2: WORLD FINANCIAL CTR S TOWER CITY: NEW YORK STATE: NY ZIP: 10080-6123 BUSINESS PHONE: 2124491000 8-K 1 FORM 8-K 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 27, 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.) 1 Item 5. Other Events - --------------------- 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& Co., Inc. ("ML & Co.") announced its earnings for the three months and year ended December 31, 1993, which will be superseded by ML & Co.'s Annual Report on Form 10-K for the year ended December 31, 1993.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 - --------------------------------------------------------------------------- (c) Exhibits -------- (99) Additional Exhibits (i) Unaudited Summary of Financial Information (ii) Summary Discussion of 1993 Full Year Unaudited Results 2 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 31, 1994 3 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 4 EXHIBIT INDEX -------------
Exhibit No. Description Page - ----------- ----------- ---- (99) Additional Exhibits (i) Unaudited Summary of 6 Financial Information (ii) Summary Discussion of 1993 7 Full Year Unaudited Results
5 EX-99.I 2 UNAUDITED SUMMARY OF FINANCIAL INFORMATION Exhibit 99(i) MERRILL LYNCH & CO., INC. AND SUBSIDIARIES Unaudited Summary of Financial Information (In Thousands, Except Per Share Amounts)
For the Three For the Six For the Nine Months Ended Months Ended Months Ended March 26, 1993 June 25, 1993 Sept. 24, 1993 -------------- ------------- -------------- Total Revenues $ 3,958,984 $ 7,921,993 $ 12,062,041 Interest Expense 1,346,868 2,755,380 4,261,808 ------------ ------------ ------------ Net Revenues 2,612,116 5,166,613 7,800,233 Non-Interest Expense 2,021,795 3,981,384 5,972,705 ------------ ------------ ------------ 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 ------------ ------------ ------------ 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) ------------ ------------ ------------ 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%
6 EX-99.II 3 SUMMARY DISCUSSION OF 1993 FULL YEAR UNAUDITED RESULTS 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 7 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. 8 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. 9 -----END PRIVACY-ENHANCED MESSAGE-----