Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - MERRILL LYNCH PREFERRED FUNDING IV LP | Financial_Report.xls |
| EX-12 - EXHIBIT 12 - MERRILL LYNCH PREFERRED FUNDING IV LP | c23299exv12.htm |
| EX-31.1 - EXHIBIT 31.1 - MERRILL LYNCH PREFERRED FUNDING IV LP | c23299exv31w1.htm |
| EX-32.1 - EXHIBIT 32.1 - MERRILL LYNCH PREFERRED FUNDING IV LP | c23299exv32w1.htm |
| EX-31.2 - EXHIBIT 31.2 - MERRILL LYNCH PREFERRED FUNDING IV LP | c23299exv31w2.htm |
| EX-32.2 - EXHIBIT 32.2 - MERRILL LYNCH PREFERRED FUNDING IV LP | c23299exv32w2.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 September 30, 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.: 1-7182-08
MERRILL LYNCH PREFERRED CAPITAL TRUST IV
(Exact name of Registrant as specified in its certificate of trust)
| Delaware | 13-7139562 | |
| (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) |
Registrant’s telephone number, including area code: (212) 449-1000
COMMISSION FILE NO.: 1-7182-07
MERRILL LYNCH PREFERRED FUNDING IV, L.P.
(Exact name of Registrant as specified in its
certificate of limited partnership)
| Delaware | 13-3982446 | |
| (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) |
Registrant’s 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 þ 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 | |||
| (Do not check if a smaller reporting company) |
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 Quarterly Report on Form 10-Q (the “Report”)
with a reduced disclosure format.
TABLE OF CONTENTS
Table of Contents
PART I — FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS (Unaudited) |
MERRILL LYNCH PREFERRED CAPITAL TRUST IV
CONDENSED BALANCE SHEETS (unaudited)
(dollars in thousands, except per security amounts)
CONDENSED BALANCE SHEETS (unaudited)
(dollars in thousands, except per security amounts)
| September 30, 2011 | December 31, 2010 | |||||||
ASSETS |
||||||||
Investment in affiliate partnership preferred securities |
$ | 412,372 | $ | 412,372 | ||||
Total Assets |
$ | 412,372 | $ | 412,372 | ||||
STOCKHOLDERS’ EQUITY |
||||||||
Preferred securities (7.12% Trust Originated Preferred
Securities; 16,000,000 authorized, issued, and
outstanding; $25 liquidation amount per security) |
$ | 400,000 | $ | 400,000 | ||||
Common securities (7.12% Trust Common Securities;
494,880 authorized, issued, and outstanding;
$25 liquidation amount per security) |
12,372 | 12,372 | ||||||
Total Stockholders’ Equity |
$ | 412,372 | $ | 412,372 | ||||
See Note to Condensed Financial Statements
2
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST IV
CONDENSED STATEMENTS OF EARNINGS
(unaudited)
(dollars in thousands)
(dollars in thousands)
| FOR THE THREE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
EARNINGS |
||||||||
Interest on affiliate partnership preferred securities |
$ | 7,341 | $ | 7,341 | ||||
| FOR THE NINE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
EARNINGS |
||||||||
Interest on affiliate partnership preferred securities |
$ | 22,021 | $ | 22,021 | ||||
See Note to Condensed Financial Statements
3
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST IV
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited)
(dollars in thousands)
(dollars in thousands)
| FOR THE NINE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
PREFERRED SECURITIES |
||||||||
Balance, beginning and end of period |
$ | 400,000 | $ | 400,000 | ||||
COMMON SECURITIES |
||||||||
Balance, beginning and end of period |
12,372 | 12,372 | ||||||
UNDISTRIBUTED EARNINGS |
||||||||
Balance, beginning of period |
— | — | ||||||
Earnings |
22,021 | 22,021 | ||||||
Distributions |
(22,021 | ) | (22,021 | ) | ||||
Balance, end of period |
— | — | ||||||
Total Stockholders’ Equity |
$ | 412,372 | $ | 412,372 | ||||
See Note to Condensed Financial Statements
4
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST IV
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
(dollars in thousands)
| FOR THE NINE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Earnings |
$ | 22,021 | $ | 22,021 | ||||
Cash provided by operating activities |
22,021 | 22,021 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions |
(22,021 | ) | (22,021 | ) | ||||
Cash used for financing activities |
(22,021 | ) | (22,021 | ) | ||||
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 IV
NOTE TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
September 30, 2011
Merrill Lynch Preferred Capital Trust IV (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 Trust’s 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- and nine-month periods are unaudited; however, all
adjustments necessary for a fair presentation of the condensed financial
statements have been included.
INVESTMENTS
The Trust’s investment in Merrill Lynch Preferred Funding IV, 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.
6
Table of Contents
MERRILL LYNCH PREFERRED FUNDING IV, L.P.
CONDENSED BALANCE SHEETS
(unaudited)
(dollars in thousands)
(dollars in thousands)
| September 30, 2011 | December 31, 2010 | |||||||
ASSETS |
||||||||
Investments: |
||||||||
Affiliate debentures |
$ | 480,292 | $ | 480,292 | ||||
U.S. Government and agencies |
4,852 | 4,855 | ||||||
Total investments |
485,144 | 485,147 | ||||||
Total Assets |
$ | 485,144 | $ | 485,147 | ||||
PARTNERS’ CAPITAL |
||||||||
Limited partnership interest |
$ | 412,372 | $ | 412,372 | ||||
General partnership interest |
72,772 | 72,775 | ||||||
Total Partners’ Capital |
$ | 485,144 | $ | 485,147 | ||||
See Note to Condensed Financial Statements
7
Table of Contents
MERRILL LYNCH PREFERRED FUNDING IV, L.P.
CONDENSED
STATEMENTS OF EARNINGS
(unaudited)
(dollars in thousands)
(dollars in thousands)
| FOR THE THREE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
EARNINGS |
||||||||
Interest income: |
||||||||
Affiliate debentures |
$ | 8,550 | $ | 8,550 | ||||
U.S.
Government and agencies |
3 | 1 | ||||||
Earnings |
$ | 8,553 | $ | 8,551 | ||||
| FOR THE NINE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
EARNINGS |
||||||||
Interest income: |
||||||||
Affiliate debentures |
$ | 25,648 | $ | 25,648 | ||||
U.S.
Government and agencies |
9 | 6 | ||||||
Earnings |
$ | 25,657 | $ | 25,654 | ||||
See Note to Condensed Financial Statements
8
Table of Contents
MERRILL LYNCH PREFERRED FUNDING IV, L.P.
CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL
(unaudited)
(dollars in thousands)
(dollars in thousands)
| FOR THE NINE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
LIMITED PARTNER’S CAPITAL |
||||||||
Balance, beginning of period |
$ | 412,372 | $ | 412,372 | ||||
Earnings allocated to limited
partner |
22,021 | 22,021 | ||||||
Distributions |
(22,021 | ) | (22,021 | ) | ||||
Balance, end of period |
412,372 | 412,372 | ||||||
GENERAL PARTNER’S CAPITAL |
||||||||
Balance, beginning of period |
72,775 | 72,776 | ||||||
Earnings allocated to general
partner |
3,636 | 3,633 | ||||||
Distributions |
(3,639 | ) | (3,637 | ) | ||||
Balance, end of period |
72,772 | 72,772 | ||||||
TOTAL PARTNERS’ CAPITAL |
$ | 485,144 | $ | 485,144 | ||||
See Note to Condensed Financial Statements
9
Table of Contents
MERRILL LYNCH PREFERRED FUNDING IV, L.P.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
(dollars in thousands)
(dollars in thousands)
| FOR THE NINE MONTHS ENDED | ||||||||
| September 30, 2011 | September 30, 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Earnings |
$ | 25,657 | $ | 25,654 | ||||
Accretion of interest on securities issued by
U.S. Government and agencies |
(9 | ) | (6 | ) | ||||
Cash provided by operating activities |
25,648 | 25,648 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of investment securities |
(4,852 | ) | (9,704 | ) | ||||
Maturities of investment securities |
4,864 | 9,714 | ||||||
Cash provided by investing activities |
12 | 10 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions to limited partner |
(22,021 | ) | (22,021 | ) | ||||
Distributions to general partner |
(3,639 | ) | (3,637 | ) | ||||
Cash used for financing activities |
(25,660 | ) | (25,658 | ) | ||||
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 IV, L.P.
NOTE TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
September 30, 2011
September 30, 2011
Merrill Lynch Preferred Funding IV, 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 Partnership’s 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- and nine-month periods are unaudited; however, all
adjustments necessary for a fair presentation of the condensed financial statements
have been included.
INVESTMENTS
The Partnership’s 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 September 30, 2011, the estimated fair value of
the investment in affiliate debentures was approximately $385 million. The
fair value of the investment in U.S. Government and agency securities
approximated its carrying value.
11
Table of Contents
| ITEM 2. | MANAGEMENT’S 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 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 Trust’s 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 Trust’s disclosure controls and procedures are effective as of the end of the
period covered by this Report.
In addition, no change in the Trust’s 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
September 30, 2011 that has materially affected, or is reasonably likely to materially affect, the
Trust’s 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 Partnership’s 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 Partnership’s disclosure controls and procedures are effective as of the end of
the period covered by this Report.
In addition, no change in the Partnership’s 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
September 30, 2011 that has materially affected, or is reasonably likely to materially affect, the
Partnership’s internal control over financial reporting.
12
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 Trust’s and the Partnership’s Annual Report
on Form 10-K for the year ended December 31, 2010 and in Part II, Item 1A.
“Risk Factors” in the Trust’s and the Partnership’s Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2011.
| ITEM 6. | EXHIBITS |
An exhibit index has been filed as part of this Report and is incorporated herein by reference.
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 IV* |
||||
| By: | /s/ ANGELA C. JONES | |||
| Name: | Angela C. Jones | |||
| Title: | Regular Trustee | |||
MERRILL LYNCH PREFERRED FUNDING IV, 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: November 10, 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. |
14
Table of Contents
INDEX TO EXHIBITS
EXHIBITS
| 12 | Statement re: Computation of Ratios of Earnings to Combined Fixed Charges and Preferred
Securities Distributions.(1) |
|||
| 31.1 | Rule 13a-14(a) Certification(1) |
|||
| 31.2 | Rule 13a-14(a) Certification(1) |
|||
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1) |
|||
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(1) |
|||
| 101 | The following materials from Merrill Lynch Preferred Capital Trust IV and Merrill
Lynch
Preferred Funding IV, L.P. Quarterly Reports on Form 10-Q for the three- and nine-month
periods ended September 30, 2011, formatted in XBRL (Extensible Business Reporting
Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Earnings,
(iii) the Condensed Statements of Changes in Stockholders’ Equity, (iv) the Condensed
Statements of Cash Flows, and (v) the Note to Condensed Financial Statements, tagged as
blocks of text.(1,2) |
| (1) | Included herewith. |
|
| (2) | These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the
Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to liability under those sections. |
15