Attached files
file | filename |
---|---|
EX-12 - EXHIBIT 12 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv12.htm |
EX-23.1 - EXHIBIT 23.1 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv23w1.htm |
EX-31.1 - EXHIBIT 31.1 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv31w1.htm |
EX-23.2 - EXHIBIT 23.2 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv23w2.htm |
EX-32.1 - EXHIBIT 32.1 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv32w1.htm |
EX-99.1 - EXHIBIT 99.1 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv99w2.htm |
EX-31.2 - EXHIBIT 31.2 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - MERRILL LYNCH PREFERRED FUNDING V LP | c14399exv32w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
MERRILL LYNCH PREFERRED CAPITAL TRUST V
(Exact name of Registrant as specified in its certificate of trust)
COMMISSION FILE NO.: 1-7182-10
Delaware (State or other jurisdiction of incorporation or organization) |
13-7140866 (I.R.S. Employer Identification No.) |
|
4 World Financial Center New York, New York (Address of principal executive offices) |
10080 (Zip Code) |
Registrants telephone number, including area code: (212) 449-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class | Name of each exchange on which registered | |
7.28% Trust Originated Preferred Securities (TOPrS) (and the related guarantee) |
New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
MERRILL LYNCH PREFERRED FUNDING V, L.P.
(Exact name of Registrant as specified in its certificate of limited partnership)
COMMISSION FILE NO.: 1-7182-09
Delaware (State or other jurisdiction of incorporation or organization) |
13-3983474 (I.R.S. Employer Identification No.) |
|
4 World Financial Center New York, New York (Address of principal executive offices) |
10080 (Zip Code) |
Registrants telephone number, including area code: (212) 449-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class | Name of each exchange on which registered | |
7.28% Partnership Preferred Securities (and the related guarantee) |
New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark if the Registrants are well-known seasoned issuers, as
defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the Registrants are not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ
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 its 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ
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
As of the close of business on June 30, 2010, no voting or non-voting common equity
of the Registrants was held by non-affiliates of the Registrants.
The Registrants meet the conditions
set forth in General Instruction I (1) (a) and
(b) of Form 10-K and are therefore filing this form with the reduced disclosure
format.
DOCUMENTS INCORPORATED BY REFERENCE:
Information set forth under certain headings in the Prospectus, dated October 29, 1998, filed pursuant to Rule 424(b) in connection with Registration Statement on Form S-3 (No. 333-59997) filed by the Registrants and Merrill Lynch & Co., Inc., is incorporated by reference in this Form 10-K in response to Part I.
TABLE OF CONTENTS
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Exhibit 12 | ||||||||
Exhibit 23.1 | ||||||||
Exhibit 23.2 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
Exhibit 99.1 | ||||||||
Exhibit 99.2 |
2
Table of Contents
PART I
ITEM 1. BUSINESS
MERRILL LYNCH PREFERRED CAPITAL TRUST V
Merrill Lynch Preferred Capital Trust V (the Trust) is a statutory business
trust formed under the Delaware Business Trust Act, as amended, pursuant to a
declaration of trust and the filing of a certificate of trust with the Secretary
of State on January 8, 1998, which was subsequently amended by an amended and
restated declaration of trust dated as of October 29, 1998. Merrill Lynch & Co.,
Inc. (the Company or Merrill Lynch) is the sole owner of the Trust common
securities. On January 1, 2009, the Company became a wholly-owned subsidiary of
Bank of America Corporation (Bank of America). The Trust exists for the
exclusive purposes of (i) issuing trust securities, consisting of 7.28% Trust
Originated Preferred Securities (the TOPrS)and trust common securities (the
Trust Common Securities), representing undivided beneficial ownership
interests in the assets of the Trust, (ii) investing the gross proceeds of the
trust securities in 7.28% Partnership Preferred Securities (the Partnership
Preferred Securities) issued by Merrill Lynch Preferred Funding V, L.P.
(the Partnership), and (iii) engaging in only those other activities necessary
or incidental thereto.
MERRILL LYNCH PREFERRED FUNDING V, L.P.
The Partnership is a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act, as amended, pursuant to an agreement of
limited partnership and the filing of a certificate of limited partnership
with the Secretary of State of the State of Delaware on January 8, 1998,
which was subsequently amended by an amended and restated agreement of limited
partnership dated November 3, 1998. The Company is the sole general partner of
the Partnership. The Partnership is managed by the general partner and exists
for the exclusive purposes of (i) issuing its partnership interests, consisting
of the Companys general partner interest and the Partnership Preferred Securities,
(ii) investing the proceeds thereof in certain eligible securities of the Company
and wholly-owned subsidiaries of the Company (the Affiliate Investment Instruments)
and certain eligible debt securities, and (iii) engaging in only those other
activities necessary or incidental thereto.
INCORPORATION BY REFERENCE
The information set forth under the headings Merrill Lynch Preferred Capital
Trust V, Merrill Lynch Preferred Funding V, L.P., Description of the
Trust Preferred Securities, Description of the Trust Guarantee, Description
of the Partnership Preferred Securities, and Description of the Partnership
Guarantee contained in Exhibit 99.1 to this Form 10-K and in the Prospectus dated October 29, 1998 of the Trust and the Partnership is incorporated by reference herein.
ITEM 1A. RISK FACTORS
The Company is the sole owner of the Trust Common Securities. The Trust exists
for the exclusive purposes of (i) issuing trust securities, consisting of the TOPrS and the Trust Common Securities, representing undivided beneficial ownership interests in the assets of the Trust, (ii) investing the gross proceeds of the trust securities in the Partnership Preferred
Securities, and (iii) engaging in only those other activities necessary or incidental thereto.
The Company also is the sole general partner of the Partnership. The Partnership
is managed by the general partner and exists for the exclusive purposes of (i)
issuing its partnership interests, consisting of the Companys general partner
interest and the Partnership Preferred Securities,(ii) investing the proceeds
thereof in certain eligible securities of the Company and wholly-owned
subsidiaries of the Company and certain eligible debt securities, and (iii)
engaging in only those other activities necessary or incidental thereto.
3
Table of Contents
In the course of conducting its business operations, the Company is exposed
to a variety of risks that are inherent to the financial services business.
A summary of some of the significant risks that could affect the Companys
financial condition and results of operations is included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2010 and is
incorporated by reference from Exhibit 99.2 to this report.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Registrants do not own or lease any real property.
ITEM 3. LEGAL PROCEEDINGS
The Registrants know of no material legal proceedings involving the Trust, the
Partnership or the assets of either of them.
ITEM 4. REMOVED AND RESERVED
PART II
ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES |
There is no established public market for the Trust Common Securities or the
general partnership interest in the Partnership.
All of the Trust Common Securities and the entire general partnership
interest in the Partnership are owned of record and beneficially by the Company.
The Company, as holder of the Trust Common Securities, is entitled to
receive cumulative cash distributions accumulating from November 3, 1998 and
payable quarterly in arrears on each March 30, June 30, September 30 and
December 30, commencing December 30, 1998, at an annual rate of 7.28% of the
liquidation amount per annum. Distributions not paid on the scheduled payment
date will accumulate and compound quarterly at a rate per annum equal to 7.28%. The
certificate of limited partnership of the Partnership does not require any
regular periodic distributions to be made to the general partner; however, to
the extent that aggregate payments to the Partnership on the Affiliate
Investment Instruments and on certain eligible debt securities exceed
distributions accumulated or payable with respect to the Partnership Preferred
Securities, the Partnership may at times have excess funds which shall be
allocated to and may, at the general partners sole discretion, be distributed
to the general partner.
ITEM 6. SELECTED FINANCIAL DATA
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS |
No disclosure is required for this Item pursuant to General Instruction I
of Form 10-K. There are no material changes in the amount of revenue and
expense items between the most recent year presented and the year
immediately preceding it.
4
Table of Contents
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
On November 3, 1998, the Trust invested the gross proceeds from the sale of the
Trust Common Securities and the TOPrS in the Partnership Preferred Securities
(the Trust Assets). The Partnership, in turn, invested the proceeds from the
sale of the Partnership Preferred Securities and a capital contribution from the
Company in certain Affiliate Investment Instruments and eligible securities (the
Partnership Assets). To the extent the Partnership has funds available from
the Partnership Assets, the general partner of the Partnership may declare
distributions to the Trust, as holder of the Partnership Preferred Securities.
The Trusts ability to pay distributions to the holders of the TOPrS is
dependent on its receipt of distributions on the Trust Assets from the
Partnership. Therefore, upon the receipt by the Partnership of payments from the
Partnership Assets and the distribution thereof to the Trust, the Trust will
pass through such payments to the holders of the TOPrS.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In response to this item, the financial statements and notes thereto and the
Reports of Independent Registered Public Accounting Firms set forth on pages F-1
through F-19 are incorporated by reference herein.
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE |
Not Applicable.
ITEM 9A. 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 Form 10-K. 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 in the fourth quarter of 2010 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 Form 10-K. 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 in the fourth quarter of 2010 that has materially affected, or is reasonably likely to materially affect, the Partnerships internal control over financial reporting.
5
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Report on Internal Control Over Financial Reporting
Management recognizes its responsibility for establishing and maintaining
adequate internal control over financial reporting and has designed internal
controls and procedures to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the financial
statements and related notes in accordance with generally accepted accounting
principles in the United States of America. Management assessed the
effectiveness of the Trusts and the Partnerships internal control over
financial reporting as of December 31, 2010. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on its assessment, management believes that the Trust
and the Partnership maintained effective internal control over financial
reporting as of December 31, 2010.
This annual report does not include an attestation report of the Trusts or the
Partnerships independent registered public accounting firm regarding internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
No disclosure is required for this Item pursuant to General Instruction
I of Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS |
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm
Subsequent to the acquisition of the Company by Bank of America and consistent with Securities and Exchange Commission (SEC) requirements, the Trust and the Partnership follow the policies established by the Audit Committee of the Board of Directors of Bank of America (the BAC Audit Committee) regarding engagements of the provision of audit services and permitted nonaudit services to them by the independent registered public
accounting firm and by any other accounting firm proposed to be retained to provide audit services (e.g., in compliance with a foreign statute) or non-audit services.
6
Table of Contents
On an annual basis the BAC Audit Committee pre-approves
a list of services and sets pre-approved fee levels that may be provided by PricewaterhouseCoopers LLP and
their affiliates (PwC), the Trusts and the Partnerships registered independent public accounting firm, without obtaining engagement specific pre-approval from the BAC Audit Committee. The pre-approved list of services
consists of audit services, audit-related services, tax services and all other services. All requests or applications for PwC audit services, audit-related
services, tax services or all other services must be submitted to members of Bank of Americas corporate audit function or tax function to determine if the services are included within the pre-approved list of services that have received BAC Audit Committee pre-approval. Any type of service that is not included on the pre-approved list of services must be specifically approved by the BAC Audit
Committee or its designee. Any proposed service that is included on the list of pre-approved services but
will cause the pre-approved fee level to be exceeded will also require specific pre-approval by the BAC Audit Committee or its designee, the BAC Audit Committee Chairman, provided that any such pre-approval by the BAC Audit Committee is presented to the full BAC Audit Committee at its next meeting.
All of the fees paid to PwC in 2010 were pre-approved by the BAC Audit Committee, and there were no services for which the de minimis exception permitted in certain circumstances under SEC rules was utilized.
Fees Paid to the Independent Registered Public Accounting Firm
PwCs
fees for professional services rendered in or provided for 2010 and
2009, respectively, to the Trust and Partnership were:
2010 | 2009 | |||||||
Audit Fees(1) |
$ | 15,000 | $ | 15,000 | ||||
Audit-related fees |
| | ||||||
Tax fees |
| | ||||||
All other fees |
| | ||||||
Total fees |
$ | 15,000 | $ | 15,000 | ||||
(1) | Audit Fees consisted of fees for the audits and reviews of the Trusts and
the Partnerships financial statements filed with the SEC on Forms 10-K and
10-Q. |
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Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Report:
1. | Financial Statements |
||
The contents of the financial statements are listed on page
F-1, and the financial statements and accompanying
Reports of Independent Registered Public Accounting Firms
appear on pages F-2 through F-19. |
|||
2. | Financial Statement Schedules |
||
None. |
|||
3. | Exhibits |
||
An exhibit index has been filed as part of this report and is
incorporated herein by reference. |
8
Table of Contents
INDEX TO FINANCIAL STATEMENTS
ITEM 15(1)
FINANCIAL STATEMENTS | PAGE | |||
MERRILL LYNCH PREFERRED CAPITAL TRUST V |
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-8 | ||||
F-10 | ||||
MERRILL LYNCH PREFERRED FUNDING V, L.P. |
||||
F-11 | ||||
F-12 | ||||
F-13 | ||||
F-14 | ||||
F-15 | ||||
F-17 | ||||
F-19 | ||||
F-1
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
BALANCE SHEETS
(dollars in thousands, except per security amounts)
December 31, 2010 | December 31, 2009 | |||||||
ASSETS |
||||||||
Investment in affiliate partnership preferred securities |
$ | 876,300 | $ | 876,300 | ||||
Total Assets |
$ | 876,300 | $ | 876,300 | ||||
STOCKHOLDERS EQUITY |
||||||||
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 Notes to Financial Statements
F-2
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
STATEMENTS OF EARNINGS
(dollars in thousands)
FOR THE YEAR ENDED | ||||||||||||
December 31, 2010 | December 31, 2009 | December 26, 2008 | ||||||||||
EARNINGS |
||||||||||||
Interest on affiliate partnership preferred securities |
$ | 63,795 | $ | 63,795 | $ | 63,795 | ||||||
See Notes to Financial Statements
F-3
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(dollars in thousands)
FOR THE YEAR ENDED | ||||||||||||
December 31, 2010 | December 31, 2009 | December 26, 2008 | ||||||||||
PREFERRED SECURITIES |
||||||||||||
Balance, beginning and end of period |
$ | 850,000 | $ | 850,000 | $ | 850,000 | ||||||
COMMON SECURITIES |
||||||||||||
Balance, beginning and end of period |
26,300 | 26,300 | 26,300 | |||||||||
UNDISTRIBUTED EARNINGS |
||||||||||||
Balance, beginning of period |
| | | |||||||||
Earnings |
63,795 | 63,795 | 63,795 | |||||||||
Distributions |
(63,795 | ) | (63,795 | ) | (47,846 | ) | ||||||
Distributions payable |
| | (15,949 | ) | ||||||||
Balance, end of period |
| | | |||||||||
Total Stockholders Equity |
$ | 876,300 | $ | 876,300 | $ | 876,300 | ||||||
See Notes to Financial Statements
F-4
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
STATEMENTS OF CASH FLOWS
(dollars in thousands)
FOR THE YEAR ENDED | ||||||||||||
December 31, 2010 | December 31, 2009 | December 26, 2008 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
Earnings |
$ | 63,795 | $ | 63,795 | $ | 63,795 | ||||||
Cash provided by operating activities |
63,795 | 63,795 | 63,795 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
Distributions |
(63,795 | ) | (63,795 | ) | (63,795 | ) | ||||||
Cash used for financing activities |
(63,795 | ) | (63,795 | ) | (63,795 | ) | ||||||
NET CHANGE IN CASH |
| | | |||||||||
CASH, BEGINNING OF PERIOD |
| | | |||||||||
CASH, END OF PERIOD |
$ | | $ | | $ | | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
There were no distributions accrued at December 31, 2010 and December 31, 2009
and $15,949 was accrued at December 26, 2008.
See Notes to Financial Statements
F-5
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
1. ORGANIZATION AND PURPOSE
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. (the Company) is the sole owner of the Trust common securities.
The Trust exists for the exclusive purposes of (i) issuing trust securities,
consisting of 7.28% Trust Originated Preferred Securities (the Trust Preferred
Securities) and trust common securities (the Trust Common Securities),
representing undivided beneficial ownership interests in the assets of the
Trust, (ii) investing the gross proceeds of the trust securities in 7.28%
Partnership Preferred Securities (the Partnership Preferred Securities)
issued by Merrill Lynch Preferred Funding V, L.P. (the Partnership),
and (iii) engaging in only those other activities necessary or incidental
thereto.
The Company has agreed to (i) pay all fees and expenses related to the
organization and operations of the Trust (including taxes, audit fees,
duties, assessments, or government charges of whatever nature(other than
withholding taxes) imposed by the United States of America or any other
domestic taxing authority upon the Trust) and the offering of the Trust
Preferred Securities and (ii) be responsible for all debts and other obligations
of the Trust (other than with respect to the Trust Preferred Securities and the
Trust Common Securities). The Company has agreed to indemnify the trustees and
certain other persons to the fullest extent permitted by applicable law for expenses arising from certain claims.
On January 1, 2009, the Company became a wholly-owned subsidiary of Bank of
America Corporation (Bank of America).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates that affect reported amounts and disclosure of contingencies in
the financial statements. As such, actual results could differ from those
estimates.
Effective January 1, 2009, the Trust adopted calendar quarter-end and year-end
reporting periods to coincide with those of the Company and Bank of America.
Earnings for the intervening period between the Trusts fiscal year ended
December 26, 2008 and the calendar year beginning January 1, 2009 were not
material. During this period, the Trust received cash of $15.9 million
from an affiliate and paid $15.9 million in distributions.
INVESTMENTS
The investment in the affiliate partnership preferred securities represents a
limited partnership interest and is recorded at cost. Income on the Partnership
Preferred Securities is accrued when earned.
INCOME TAXES
The Trust does not incur any income tax liabilities. Such liabilities are
incurred directly by the security holders.
F-6
Table of Contents
MERRILL LYNCH PREFERRED CAPITAL TRUST V
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
3. INVESTMENT IN AFFILIATE PARTNERSHIP PREFERRED SECURITIES
The Trust holds 34,000,000 7.28% Partnership Preferred Securities and 1,052,000
7.28% Trust Common Securities, $25 liquidation amount per each security. The
interest payment dates and redemption provisions of the Partnership Preferred
Securities, which became redeemable on September 30, 2008 at the option of the
Partnership, correspond to the distribution payment dates and redemption
provisions of the Trust Preferred Securities. Upon any redemption of the
Partnership Preferred Securities, the Trust Preferred Securities will be
redeemed. The Company has guaranteed, on a subordinated basis, the payment of
distributions by the Partnership on the Partnership Preferred Securities if, as,
and when declared out of funds legally available and payments upon liquidation
of the Partnership or the redemption of the Partnership Preferred Securities to
the extent of funds legally available.
4. STOCKHOLDERS EQUITY
TRUST PREFERRED SECURITIES
The Trust issued 34,000,000 7.28% Trust Preferred Securities, $25 liquidation
amount per security in a public offering on November 3, 1998. The Trust
Preferred Securities became redeemable on September 30, 2008 at the option of
the Trust, in whole or in part, at a redemption price equal to $25 per security.
Distributions on the Trust Preferred Securities are cumulative from the date of
original issue and are payable quarterly if, as, and when the Trust has funds
available for payment. Holders of the Trust Preferred Securities have limited
voting rights and are not entitled to vote to appoint, remove, or replace, or to
increase or decrease the number of, trustees, which voting rights are vested
exclusively in the holder of the Trust Common Securities. Under certain
circumstances, the Trust Preferred Securities have preferential rights to
payment relative to the Trust Common Securities.
The Company has guaranteed, on a subordinated basis, the payment in full of all
distributions and other payments on the Trust Preferred Securities to the extent
that the Trust has funds legally available. This guarantee and the partnership
distribution guarantee are subordinated to all other liabilities of the Company.
TRUST COMMON SECURITIES
The Trust issued 1,052,000 7.28% Trust Common Securities, $25 liquidation amount per
security, to the Company on November 3, 1998. The Trust Common Securities became
redeemable on September 30, 2008 at the option of the Trust, in whole or in
part, at a redemption price equal to $25 per security.
F-7
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Merrill Lynch Preferred Capital Trust V:
In our opinion, the accompanying balance sheets and the related statements of earnings, changes in stockholders equity, and cash flows present fairly, in all material respects, the financial position of Merrill Lynch Preferred Capital Trust V (the Trust) at December 31, 2010 and December 31, 2009, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2010 in
conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Trusts management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 28, 2011
New York, New York
March 28, 2011
F-8
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Merrill Lynch Preferred Capital Trust V:
We have audited the accompanying statements of earnings, changes in stockholders
equity and cash flows of Merrill Lynch Preferred Capital Trust V (the Trust)
for the year ended December 26, 2008 (2008 financial statements). These financial
statements are the responsibility of the Trusts management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Trust is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Trusts internal control
over financial reporting. Accordingly, we express no such opinion. 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 audit provides a reasonable basis for our opinion.
In our opinion, such 2008 financial statements present fairly, in all material
respects, the results of the Trusts operations and its cash flows for the year
ended December 26, 2008, in conformity with accounting principles generally accepted
in the United States of America.
As discussed in Note 1, Merrill Lynch & Co., Inc. became a wholly-owned subsidiary of Bank of
America Corporation on January 1, 2009.
/s/ Deloitte & Touche LLP
New York, New York
March 25, 2009
New York, New York
March 25, 2009
F-9
Table of Contents
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
Quarterly Information
Quarterly Information
The unaudited quarterly results of operations of Merrill Lynch Preferred Capital
Trust V for 2010 and 2009 are prepared in conformity with U.S. generally
accepted accounting principles and reflect all adjustments that are, in the
opinion of management, necessary for a fair presentation of the results of
operations for the periods presented. Results of any interim period are not
necessarily indicative of results for a full year.
(dollars in thousands)
For the Quarter Ended | ||||||||||||||||||||||||||||||||
Dec. 31, | Sept. 30, | June 30, | Mar. 31, | Dec. 31, | Sept. 30, | June 30, | Mar. 31, | |||||||||||||||||||||||||
2010 | 2010 | 2010 | 2010 | 2009 | 2009 | 2009 | 2009 | |||||||||||||||||||||||||
Total Revenues |
$ | 15,949 | $ | 15,949 | $ | 15,948 | $ | 15,949 | $ | 15,949 | $ | 15,949 | $ | 15,948 | $ | 15,949 | ||||||||||||||||
Earnings |
$ | 15,949 | $ | 15,949 | $ | 15,948 | $ | 15,949 | $ | 15,949 | $ | 15,949 | $ | 15,948 | $ | 15,949 |
F-10
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
BALANCE SHEETS
(dollars in thousands)
December 31, 2010 | December 31, 2009 | |||||||
ASSETS |
||||||||
Investments: |
||||||||
Affiliate debentures |
$ | 1,020,640 | $ | 1,020,640 | ||||
U.S. Government and agencies |
10,316 | 10,318 | ||||||
Total investments |
1,030,956 | 1,030,958 | ||||||
Total Assets |
$ | 1,030,956 | $ | 1,030,958 | ||||
PARTNERS CAPITAL |
||||||||
Limited partnership interest |
$ | 876,300 | $ | 876,300 | ||||
General partnership interest |
154,656 | 154,658 | ||||||
Total Partners Capital |
$ | 1,030,956 | $ | 1,030,958 | ||||
See Notes to Financial Statements
F-11
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
STATEMENTS OF EARNINGS
(dollars in thousands)
FOR THE YEAR ENDED | ||||||||||||
December 31, 2010 | December 31, 2009 | December 26, 2008 | ||||||||||
EARNINGS |
||||||||||||
Interest income: |
||||||||||||
Affiliate debentures |
$ | 74,303 | $ | 74,303 | $ | 74,303 | ||||||
U.S. Government and agencies |
19 | 34 | 232 | |||||||||
Earnings |
$ | 74,322 | $ | 74,337 | $ | 74,535 | ||||||
See Notes to Financial Statements
F-12
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
STATEMENTS OF CHANGES IN PARTNERS CAPITAL
(dollars in thousands)
FOR THE YEAR ENDED | ||||||||||||
December 31, 2010 | December 31, 2009 | December 26, 2008 | ||||||||||
LIMITED PARTNERS CAPITAL |
||||||||||||
Balance, beginning of period |
$ | 876,300 | $ | 876,300 | $ | 876,300 | ||||||
Net income allocated to limited partner |
63,795 | 63,795 | 63,795 | |||||||||
Distributions |
(63,795 | ) | (63,795 | ) | (47,846 | ) | ||||||
Distributions payable |
| | (15,949 | ) | ||||||||
Balance, end of period |
876,300 | 876,300 | 876,300 | |||||||||
GENERAL PARTNERS CAPITAL |
||||||||||||
Balance, beginning of period |
154,658 | 154,654 | 154,680 | |||||||||
Net income allocated to general partner |
10,527 | 10,542 | 10,740 | |||||||||
Distributions |
(10,529 | ) | (10,538 | ) | (8,139 | ) | ||||||
Distributions payable |
| | (2,627 | ) | ||||||||
Balance, end of period |
154,656 | 154,658 | 154,654 | |||||||||
TOTAL PARTNERS CAPITAL |
$ | 1,030,956 | $ | 1,030,958 | $ | 1,030,954 | ||||||
See Notes to Financial Statements
F-13
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
FOR THE YEAR ENDED | ||||||||||||
December 31, 2010 | December 31, 2009 | December 26, 2008 | ||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
Earnings |
$ | 74,322 | $ | 74,337 | $ | 74,535 | ||||||
Accretion of interest on securities issued by U.S. Government and agencies |
(19 | ) | (34 | ) | (232 | ) | ||||||
Cash provided by operating activities |
74,303 | 74,303 | 74,303 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||
Purchases of investment securities |
(20,620 | ) | (20,619 | ) | (20,619 | ) | ||||||
Maturities of investment securities |
20,641 | 20,649 | 20,877 | |||||||||
Cash provided by investing activities |
21 | 30 | 258 | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
Distributions to limited partner |
(63,795 | ) | (63,795 | ) | (63,795 | ) | ||||||
Distributions to general partner |
(10,529 | ) | (10,538 | ) | (10,766 | ) | ||||||
Cash used for financing activities |
(74,324 | ) | (74,333 | ) | (74,561 | ) | ||||||
NET CHANGE IN CASH |
| | | |||||||||
CASH, BEGINNING OF PERIOD |
| | | |||||||||
CASH, END OF PERIOD |
$ | | $ | | $ | | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
There were no distributions accrued at December 31, 2010 and December 31, 2009
and $18,576 was accrued at December 26, 2008.
See Notes to Financial Statements
F-14
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
December 31, 2010
1. ORGANIZATION AND PURPOSE
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. (the Company) is the sole general partner
of the Partnership. The Partnership is managed by the general partner and exists
for the exclusive purposes of (i) issuing its partnership interests, consisting of
the Companys general partner interest and the Partnership Preferred Securities,
(ii) investing the proceeds thereof in certain eligible securities of the Company
and wholly-owned subsidiaries of the Company (the Affiliate Investment
Instruments) and certain eligible debt securities, and (iii) engaging in only
those other activities necessary or incidental thereto.
The Company, in its capacity as sole general partner of the Partnership, has
agreed to (i) pay all fees and expenses related to the organization and
operations of the Partnership (including taxes, audit fees, duties, assessments,
or government charges (other than withholding taxes) imposed by the United
States or any other domestic taxing authority upon the Partnership) and (ii) be
responsible for all debts and other obligations of the Partnership (other than
with respect to the Partnership Preferred Securities). In such capacity, the Company has also
agreed to indemnify certain officers and agents of the Partnership to the fullest extent permitted
by applicable law for losses by reason of certain acts or omissions on behalf of the Partnership to
the extent of the Partnerships assets.
On January 1, 2009, the Company became a wholly-owned subsidiary of
Bank of America Corporation (Bank of America).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented in accordance with accounting principles
generally accepted in the United States of America, which require management to
make estimates that affect reported amounts and disclosure of contingencies in
the financial statements. As such, actual results could differ from those
estimates.
Effective January 1, 2009, the Partnership adopted calendar quarter-end and year-end
reporting periods to coincide with those of the Company and Bank of America.
Earnings for the intervening period between the Partnerships fiscal year ended
December 26, 2008 and the calendar year beginning January 1, 2009 were
not material. During this period, the Partnership received cash of $18.6 million
from an affiliate and paid $18.6 million in distributions.
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 December 31, 2010, the estimated fair
value of the investment in affiliate debentures is approximately $971 million
and the fair value of the investment in U.S. Government and agency securities
approximates its carrying value.
INCOME TAXES
The Partnership does not incur any income tax liabilities. Such liabilities are
incurred directly by the partners.
F-15
Table of Contents
MERRILL LYNCH PREFERRED FUNDING V, L.P.
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
3. INVESTMENT IN AFFILIATE DEBENTURES
The Partnership holds debentures of the Company and a wholly-owned subsidiary of
the Company. The debentures mature on September 30, 2018 and bear interest at
7.28% per annum. The interest payment dates and redemption provisions of the
debentures, which became redeemable at the option of the Company and its
subsidiary on September 30, 2008, correspond to the distribution payment dates
and redemption provisions of the Partnership Preferred Securities. Interest and
redemption payments on the subsidiary debenture are guaranteed by the Company
on a subordinated basis.
4. PARTNERS CAPITAL
The Partnership issued 34,000,000 7.28% Partnership Preferred Securities and
1,052,000 7.28% Trust Common Securities, $25 liquidation amount per each
security, to the Trust on November 3, 1998. Distributions on the Partnership
Preferred Securities are cumulative from the date of original issue and are
payable quarterly if, as, and when declared by the general partner. The
Partnership Preferred Securities became redeemable on September 30, 2008 at the
option of the Partnership, at a redemption price equal to $25 per security.
Except as provided in the Limited Partnership Agreement and Partnership
Preferred Securities Guarantee Agreement, and as otherwise provided by law, the
holders of the Partnership Preferred Securities have no voting rights.
The Company has guaranteed the payment of distributions by the Partnership on
the Partnership Preferred Securities if, as, and when declared out of funds
legally available and payments upon liquidation of the Partnership or the
redemption of the Partnership Preferred Securities to the extent of funds
legally available. This guarantee is subordinated to all other liabilities of
the Company.
Contemporaneously with the issuance of the Partnership Preferred Securities,
the Company, as general partner, contributed capital to the Partnership in the
amount of approximately $155 million. The Partnership may at times have
excess funds which are allocated to the Company and may, in the Companys sole
discretion, be distributed to the Company to the extent that aggregate payments
by the Company to the Partnership exceed distributions accumulated or payable
with respect to the Partnership Preferred Securities.
F-16
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the General Partner and Limited Partner of Merrill Lynch Preferred Funding V, L.P.:
In our opinion, the accompanying balance sheets and the related statements of earnings, changes in
partners capital, and cash flows present fairly, in all material respects, the financial position
of Merrill Lynch Preferred Funding V, L.P. (the Partnership) at December 31, 2010 and December
31, 2009, and the results of its operations and its cash flows for each of the two years in the
period ended December 31, 2010 in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of the Partnerships
management. Our responsibility is to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
|
||
March 28, 2011 |
F-17
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the General Partner and Limited Partner of Merrill Lynch Preferred Funding V, L.P.:
We have audited the accompanying statements of earnings, changes in partners capital
and cash flows of Merrill Lynch Preferred Funding V, L.P. (the Partnership) for the
year ended December 26, 2008 (2008 financial statements). These financial statements are the
responsibility of the Partnerships management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Partnership is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Partnerships internal control over financial reporting.
Accordingly, we express no such opinion. 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 audit provides a
reasonable basis for our opinion.
In our opinion, such 2008 financial statements present fairly, in all material
respects, the results of the Partnerships operations and its cash flows for the year ended
December 26, 2008, in conformity with accounting principles generally accepted in the United States
of America.
As discussed in Note 1, Merrill Lynch & Co., Inc. became a wholly-owned subsidiary of Bank
of America Corporation on January 1, 2009.
/s/ Deloitte & Touche LLP
March 25, 2009 |
F-18
Table of Contents
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
Quarterly Information
The unaudited quarterly results of operations of Merrill Lynch Preferred
Funding V, L.P. for 2010 and 2009 are prepared in conformity with U.S.
generally accepted accounting principles and reflect all adjustments that are,
in the opinion of management, necessary for a fair presentation of the results
of operations for the periods presented. Results of any interim period are not
necessarily indicative of results for a full year.
(dollars in thousands)
For the Quarter Ended | ||||||||||||||||||||||||||||||||
Dec. 31, | Sept. 30, | June 30, | Mar. 31, | Dec. 31, | Sept. 30, | June 30, | Mar. 31, | |||||||||||||||||||||||||
2010 | 2010 | 2010 | 2010 | 2009 | 2009 | 2009 | 2009 | |||||||||||||||||||||||||
Total Revenues |
$ | 18,582 | $ | 18,579 | $ | 18,579 | $ | 18,582 | $ | 18,582 | $ | 18,582 | $ | 18,584 | $ | 18,589 | ||||||||||||||||
Earnings |
$ | 18,582 | $ | 18,579 | $ | 18,579 | $ | 18,582 | $ | 18,582 | $ | 18,582 | $ | 18,584 | $ | 18,589 |
F-19
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 28th day of March,
2011.
MERRILL LYNCH PREFERRED CAPITAL TRUST V* |
||||
By: | /s/ MARLENE DEBEL | |||
Name: | Marlene Debel | |||
Title: | Regular Trustee |
* | 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. |
9
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant, by Merrill Lynch & Co., Inc. as General Partner,
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on the 28th day of March, 2011.
Merrill Lynch Preferred Funding V, L.P.
By: Merrill Lynch & Co., Inc. as General Partner
SIGNATURE | TITLE | |
/s/ PETER D. TAUBE
|
Chief Accounting Officer and Controller |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following directors and officers of Merrill Lynch
& Co., Inc., General Partner of the Registrant, in the capacities indicated
on the 28th day of March, 2011.
SIGNATURE | TITLE | |
/s/ THOMAS K. MONTAG
|
Director and Chief Executive Officer (Principal Executive Officer) |
|
/s/ ROBERT QUTUB
|
Chief Financial Officer (Principal Financial Officer) |
|
/s/ PETER D. TAUBE
|
Chief Accounting Officer and
Controller (Principal Accounting Officer) |
|
/s/ BRIAN T. MOYNIHAN
|
Chairman and Director | |
/s/ CHARLES H. NOSKI
|
Director | |
/s/ SALLIE L. KRAWCHECK
|
Director | |
/s/ BRUCE THOMPSON
|
Director |
10
Table of Contents
EXHIBIT INDEX
4.1 | Certificate of Trust dated January 8, 1998, of the Trust (incorporated by
reference to Exhibit 4.1 to the Trusts Quarterly Report on Form 10-Q for
the period ended June 26, 1998 (File No. 1-7182-10)). |
|||
4.2 | Form of Amended and Restated Declaration of Trust of the Trust (incorporated
by reference to Exhibit 4.2 to Registration Statement of Form S-3
(File No. 333-42859) (the Registration Statement)). |
|||
4.3 | Certificate of Limited Partnership, dated as of January 8, 1998,
of the Partnership (incorporated by reference to Exhibit 4.2 to the
Partnerships Quarterly Report on Form 10-Q for the period ended June 26, 1998
(File No. 1-7182-09)). |
|||
4.4 | Form of Amended and Restated Agreement of Limited Partnership
of the Partnership (incorporated by reference to Exhibit 4.4 of
the Registration Statement). |
|||
4.5 | Form of Trust Preferred Securities Guarantee Agreement between
the Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.5 to the Registration
Statement). |
|||
4.6 | Form of Partnership Preferred Securities Guarantee Agreement
between the Company and The Bank of New York Mellon, as guarantee
trustee (incorporated by reference to Exhibit 4.6 to the
Registration Statement). |
|||
4.7 | Form of Subordinated Debenture Indenture between the Company
and The Bank of New York Mellon, as trustee (incorporated by
reference to Exhibit 4.7 to the Registration Statement on Form S-3
(No. 333-16603)). |
|||
4.8 | Form of Affiliate Debenture Guarantee Agreement between the
Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.8 to the Registration
Statement). |
|||
4.9 | Form of Trust Preferred Security (included in Exhibit 4.2 above). |
|||
4.10 | Form of Partnership Preferred Security (included in Exhibit 4.4 above). |
|||
4.11 | Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.11 to the Registration Statement). |
|||
12 | * | Statement re: Computation of Ratios of Earnings to Combined
Fixed Charges and Preferred Securities Distributions (unaudited). |
||
23.1 | * | Consent of PricewaterhouseCoopers LLP, Independent Registered Public
Accounting firm of the Registrants. |
||
23.2 | * | Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting firm. |
||
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. |
||
99.1 | * | Excerpt of information under the headings Merrill Lynch Preferred Capital
Trust V, Merrill Lynch Preferred Funding V, L.P., Description of the
Trust Preferred Securities, Description of the Trust Guarantee, Description
of the Partnership Preferred Securities, and Description of the Partnership
Guarantee contained in the Prospectus dated October 29, 1998 of the Trust and the
Partnership. |
||
99.2 | * | Excerpt of Merrill Lynch & Co., Inc. Annual Report on
Form 10-K for the year ended December 31, 2010. |
* | Filed herewith |
11