Attached files
file | filename |
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EX-12 - EXHIBIT 12 - MERRILL LYNCH PREFERRED FUNDING V LP | c17200exv12.htm |
EX-32.2 - EXHIBIT 32.2 - MERRILL LYNCH PREFERRED FUNDING V LP | c17200exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - MERRILL LYNCH PREFERRED FUNDING V LP | c17200exv32w1.htm |
EX-31.2 - EXHIBIT 31.2 - MERRILL LYNCH PREFERRED FUNDING V LP | c17200exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - MERRILL LYNCH PREFERRED FUNDING V LP | c17200exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NO.: 1-7182-10
MERRILL LYNCH PREFERRED CAPITAL TRUST V
(Exact name of Registrant as specified in its certificate of trust)
Delaware | 13-7140866 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
4 World Financial Center | ||
New York, New York | 10080 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 449-1000
COMMISSION FILE NO.: 1-7182-09
MERRILL LYNCH PREFERRED FUNDING V, L.P.
(Exact name of Registrant as specified in its
certificate of limited partnership)
Delaware | 13-3983474 | |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
4 World Financial Center | ||
New York, New York | 10080 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 449-1000
Indicate by check mark whether the Registrants: (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the Registrants have submitted electronically
and posted on their corporate web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
Registrants were required to submit and post such files). Yes o No o
Indicate by check mark whether the Registrants are large accelerated filers,
accelerated filers, non-accelerated filers, or smaller reporting companies.
See definition of accelerated filer, large accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o |
Indicate by check mark whether the Registrants are shell companies (as defined
in Rule 12b-2 of the Exchange Act). Yes o No þ
The Registrants meet the conditions set forth in General Instruction H 1 (a) and
(b) of Form 10-Q and are therefore filing this form with a reduced disclosure
format.
TABLE OF CONTENTS
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Exhibit 12 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
Table of Contents
PART I FINANCIAL INFORMATION
ITEM 1. | FINANCIAL STATEMENTS (Unaudited) |
MERRILL LYNCH PREFERRED CAPITAL TRUST V
CONDENSED BALANCE SHEETS
(unaudited)
(dollars in thousands, except per security amounts)
March 31, 2011 | December 31, 2010 | |||||||
ASSETS |
||||||||
Investment in affiliate partnership preferred securities |
$ | 876,300 | $ | 876,300 | ||||
Total Assets |
$ | 876,300 | $ | 876,300 | ||||
STOCKHOLDERS EQUITY |
||||||||
Preferred securities (7.28% Trust Originated Preferred
Securities; 34,000,000 authorized, issued, and
outstanding; $25 liquidation amount per
security) |
$ | 850,000 | $ | 850,000 | ||||
Common securities (7.28% Trust Common Securities;
1,052,000 authorized, issued, and outstanding;
$25 liquidation amount per security) |
26,300 | 26,300 | ||||||
Total Stockholders Equity |
$ | 876,300 | $ | 876,300 | ||||
See Note to Condensed Financial Statements
2
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MERRILL LYNCH PREFERRED CAPITAL TRUST V
CONDENSED STATEMENTS OF EARNINGS
(unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2011 | March 31, 2010 | |||||||
EARNINGS |
||||||||
Interest on affiliate partnership preferred securities |
$ | 15,949 | $ | 15,949 | ||||
See Note to Condensed Financial Statements
3
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2011 | March 31, 2010 | |||||||
PREFERRED SECURITIES |
||||||||
Balance, beginning and end of period |
$ | 850,000 | $ | 850,000 | ||||
COMMON SECURITIES |
||||||||
Balance, beginning and end of period |
26,300 | 26,300 | ||||||
UNDISTRIBUTED EARNINGS |
||||||||
Balance, beginning of period |
| | ||||||
Earnings |
15,949 | 15,949 | ||||||
Distributions |
(15,949 | ) | (15,949 | ) | ||||
Balance, end of period |
| | ||||||
Total Stockholders Equity |
$ | 876,300 | $ | 876,300 | ||||
See Note to Condensed Financial Statements
4
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2011 | March 31, 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Earnings |
$ | 15,949 | $ | 15,949 | ||||
Cash provided by operating activities |
15,949 | 15,949 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions |
(15,949 | ) | (15,949 | ) | ||||
Cash used for financing activities |
(15,949 | ) | (15,949 | ) | ||||
NET CHANGE IN CASH |
| | ||||||
CASH, BEGINNING OF PERIOD |
| | ||||||
CASH, END OF PERIOD |
$ | | $ | | ||||
See Note to Condensed Financial Statements
5
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)
March 31, 2011
Merrill Lynch Preferred Capital Trust V (the Trust) is a statutory
business trust formed under the Delaware Business Trust Act, as amended.
Merrill Lynch & Co., Inc. (ML&Co.) is the sole owner of the Trust common
securities.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For a complete discussion of significant accounting policies, refer to the
audited financial statements included in the Trusts Annual Report on Form
10-K for the year ended December 31, 2010.
BASIS OF PRESENTATION
These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Trust for the year ended December 31, 2010. The interim condensed
financial statements for the three month periods are unaudited;
however, all adjustments necessary for a fair presentation of the condensed
financial statements have been included.
INVESTMENTS
The Trusts investment in Merrill Lynch Preferred Funding V, L.P. (the
Partnership) Preferred Securities represents a limited partnership interest in
the Partnership and is recorded at cost. Income on the Partnership Preferred
Securities is accrued when earned.
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Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
CONDENSED BALANCE SHEETS
(unaudited)
(dollars in thousands)
March 31, 2011 | December 31, 2010 | |||||||
ASSETS |
||||||||
Investments: |
||||||||
Affiliate debentures |
$ | 1,020,640 | $ | 1,020,640 | ||||
U.S. Government and agencies |
10,322 | 10,316 | ||||||
Total investments |
1,030,962 | 1,030,956 | ||||||
Total Assets |
$ | 1,030,962 | $ | 1,030,956 | ||||
PARTNERS CAPITAL |
||||||||
Limited partnership interest |
$ | 876,300 | $ | 876,300 | ||||
General partnership interest |
154,662 | 154,656 | ||||||
Total Partners Capital |
$ | 1,030,962 | $ | 1,030,956 | ||||
See Note to Condensed Financial Statements
7
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
CONDENSED STATEMENTS OF EARNINGS
(unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2011 | March 31, 2010 | |||||||
EARNINGS |
||||||||
Interest income: |
||||||||
Affiliate debentures |
$ | 18,576 | $ | 18,576 | ||||
U.S. Government and agencies |
6 | 6 | ||||||
Earnings |
$ | 18,582 | $ | 18,582 | ||||
See Note to Condensed Financial Statements
8
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS CAPITAL
(unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2011 | March 31, 2010 | |||||||
LIMITED PARTNERS CAPITAL |
||||||||
Balance, beginning of period |
$ | 876,300 | $ | 876,300 | ||||
Earnings allocated to limited partner |
15,949 | 15,949 | ||||||
Distributions |
(15,949 | ) | (15,949 | ) | ||||
Balance, end of period |
876,300 | 876,300 | ||||||
GENERAL PARTNERS CAPITAL |
||||||||
Balance, beginning of period |
154,656 | 154,658 | ||||||
Earnings allocated to general partner |
2,633 | 2,633 | ||||||
Distributions |
(2,627 | ) | (2,640 | ) | ||||
Balance, end of period |
154,662 | 154,651 | ||||||
TOTAL PARTNERS CAPITAL |
$ | 1,030,962 | $ | 1,030,951 | ||||
See Note to Condensed Financial Statements
9
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
FOR THE THREE MONTHS ENDED | ||||||||
March 31, 2011 | March 31, 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Earnings |
$ | 18,582 | $ | 18,582 | ||||
Accretion of
interest on securities issued by U.S. Government and agencies |
(6 | ) | (6 | ) | ||||
Cash provided by operating activities |
18,576 | 18,576 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of investment securities |
| (10,310 | ) | |||||
Maturities of investment securities |
| 10,323 | ||||||
Cash provided by investing activities |
| 13 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions to limited partner |
(15,949 | ) | (15,949 | ) | ||||
Distributions to general partner |
(2,627 | ) | (2,640 | ) | ||||
Cash used for financing activities |
(18,576 | ) | (18,589 | ) | ||||
NET CHANGE IN CASH |
| | ||||||
CASH, BEGINNING OF PERIOD |
| | ||||||
CASH, END OF PERIOD |
$ | | $ | | ||||
See Note to Condensed Financial Statements
10
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)
March 31, 2011
Merrill Lynch Preferred Funding V, L.P. (the Partnership) is a limited
partnership formed under the Delaware Revised Uniform Limited Partnership Act,
as amended. Merrill Lynch & Co., Inc. (ML&Co.) is the sole general partner
of the Partnership.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For a complete discussion of significant accounting policies, refer to the
audited financial statements included in the Partnerships Annual Report on
Form 10-K for the year ended December 31, 2010.
BASIS OF PRESENTATION
These unaudited condensed financial statements should be read in conjunction
with the audited financial statements included in the Annual Report on Form 10-K
of the Partnership for the year ended December 31, 2010. The interim condensed
financial statements for the three month periods are unaudited; however, all
adjustments necessary for a fair presentation of the condensed financial statements
have been included.
INVESTMENTS
The Partnerships investment in affiliate debentures is recorded at cost. Its
investment in U.S. Government and agency securities is recorded at accreted cost
and matures within one year. At March 31, 2011, the estimated fair value of
the investment in affiliate debentures was approximately $1,039 million. The
fair value of the investment in U.S. Government and agency securities
approximated its carrying value.
11
Table of Contents
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS |
No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q. There were no material changes in the amount of revenue and expense
items between the most recent calendar year-to-date period presented and the
corresponding year-to-date period in the preceding year.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
No disclosure is required for this Item pursuant to General Instruction H of
Form 10-Q.
ITEM 4. | CONTROLS AND PROCEDURES |
The Trust
The person who functions as the equivalent of the Chief Executive Officer and the Chief Financial
Officer of the Trust has evaluated the effectiveness of the Trusts disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end
of the period covered by this Report. Based on this evaluation, the person who functions as the
equivalent of the Chief Executive Officer and the Chief Financial Officer of the Trust has
concluded that the Trusts disclosure controls and procedures are effective as of the end of the
period covered by this Report.
In addition, no change in the Trusts internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934) occurred during the three months ended March 31, 2011 that has
materially affected, or is reasonably likely to materially affect, the Trusts internal control
over financial reporting.
The Partnership
The person who functions as the equivalent of the Chief Executive Officer and the Chief Financial
Officer of the Partnership has evaluated the effectiveness of the Partnerships disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the
end of the period covered by this Report. Based on this evaluation, the person who functions as the
equivalent of the Chief Executive Officer and the Chief Financial Officer of the Partnership has
concluded that the Partnerships disclosure controls and procedures are effective as of the end of
the period covered by this Report.
In addition, no change in the Partnerships internal control over financial reporting (as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the three months ended March 31, 2011
that has materially affected, or is reasonably likely to materially affect, the Partnerships
internal control over financial reporting.
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Table of Contents
PART II OTHER INFORMATION
Item 1A. | Risk Factors |
There are no material changes from the risk factors set forth under Part I,
Item 1A. Risk Factors in the Trusts and the Partnerships Annual Report
on Form 10-K for the year ended December 31, 2010.
ITEM 6. | EXHIBITS |
12 | Computation of Ratios of Earnings to Combined Fixed Charges and
Preferred Securities Distributions. |
|||
31.1 | Rule 13a 14(a) Certification. |
|||
31.2 | Rule 13a 14(a) Certification. |
|||
32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|||
32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
13
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned, thereunto duly authorized.
MERRILL LYNCH PREFERRED CAPITAL TRUST V* | ||||||||
By: | /s/ ANGELA C. JONES | |||||||
Name: | Angela C. Jones | |||||||
Title: | Regular Trustee | |||||||
MERRILL LYNCH PREFERRED FUNDING V, L.P.* | ||||||||
By: MERRILL LYNCH & CO., INC., as General Partner | ||||||||
By: | /s/ PETER D. TAUBE | |||||||
Name: | Peter D. Taube | |||||||
Title: | Chief Accounting Officer and Controller, | |||||||
Merrill Lynch & Co., Inc. |
Date: May 13, 2011
* | There is no principal executive officer(s), principal financial officer,
controller, principal accounting officer or board of directors of the
Registrants. The Trustees of the Trust (which include the Regular Trustees, the
Property Trustee and the Delaware Trustee) together exercise all powers and
perform all functions with respect to the Trust. |
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Table of Contents
INDEX TO EXHIBITS
EXHIBITS | ||||
12 | * | Computation of Ratios of Earnings to Combined Fixed Charges and
Preferred Securities Distributions. |
||
31.1 | * | Rule 13a 14(a) Certification. |
||
31.2 | * | Rule 13a 14(a) Certification. |
||
32.1 | * | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
||
32.2 | * | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* | Filed herewith |
15