UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 28, 2007
[ ] 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 III
(Exact name of Registrant as specified in its certificate of trust)
COMMISSION FILE NO.: 1-7182-06
Delaware 13-7139561
(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
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
- ------------------------------ -----------------------------------------
7% Trust Originated Preferred New York Stock Exchange
Securities ("TOPrS")
(and the related guarantee)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
MERRILL LYNCH PREFERRED FUNDING III, L.P.
(Exact name of Registrant as specified in its certificate of
limited partnership)
COMMISSION FILE NO.: 1-7182-05
Delaware 13-3982448
(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
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
7% Partnership Preferred Securities New York Stock Exchange
(and the related guarantee)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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.
Indicate by check mark if the Registrants are well-known seasoned issuers, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|
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 |_| No |X|
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 |X| No |_|
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. |X|
Indicate by check mark whether the Registrants are large accelerated filers,
accelerated filers, or non-accelerated filers. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
(Check one)
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer[X]
Indicate by check mark whether the Registrants are shell companies (as defined
in Rule 12b-2 of the Exchange Act). Yes [] No [x]
As of the close of business on December 28, 2007, no voting stock of the
Registrants was held by non-affiliates of the Registrants.
As of March 25, 2008, no voting stock of the Registrants was held by
non-affiliates of the Registrants.
DOCUMENTS INCORPORATED BY REFERENCE:
Prospectus, dated January 12, 1998, filed pursuant to Rule 424(b) in connection
with Registration Statement on Form S-3 (No. 333-42859) filed by the Registrants
and Merrill Lynch & Co., Inc., is incorporated by reference in this Form 10-K in
response to Part I.
================================================================================
PART I
------
ITEM 1. BUSINESS
--------
MERRILL LYNCH PREFERRED CAPITAL TRUST III
Merrill Lynch Preferred Capital Trust III (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 December 19, 1997, which was subsequently amended by an amended and
restated declaration of trust dated as of January 12, 1998. Merrill Lynch & Co.,
Inc. (the "Company" or "Merrill Lynch") is the sole owner of the Trust common
securities. The Trust exists for the exclusive purposes of (i) issuing trust
securities, consisting of 7% 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% Partnership Preferred
Securities (the "Partnership Preferred Securities") issued by Merrill Lynch
Preferred Funding III, L.P. (the "Partnership"), and (iii) engaging in only
those other activities necessary or incidental thereto.
MERRILL LYNCH PREFERRED FUNDING III, L.P.
Merrill Lynch Preferred Funding III, 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 December 19, 1997, which was subsequently amended by an amended and
restated agreement of limited partnership dated January 16, 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 Company's 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 information set forth under the headings "Merrill Lynch Preferred Capital
Trust III", "Merrill Lynch Preferred Funding III, L.P.", "Description of the
Trust Preferred Securities", "Description of the Trust Guarantee", "Description
of the Partnership Preferred Securities", "Description of the Partnership
Guarantee", and "Use of Proceeds" in the Prospectus dated January 12, 1998 of
the Trust and the Partnership is incorporated by reference herein.
Available Information
- ---------------------
The Registrants and Merrill Lynch file annual, quarterly and current
reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). You may read and copy any document we file
with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room
1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for
information on the Public Reference Room. The SEC maintains an internet
site that contains annual, quarterly and current reports, proxy and
information statements and other information that issuers (including the
Registrants and Merrill Lynch & Co., Inc.) file electronically with the
SEC. The SEC's internet site is www.sec.gov.
Merrill Lynch's internet address is www.ml.com. Merrill Lynch makes available,
free of charge, its proxy statements, annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934. In addition, the website includes information concerning
beneficial ownership of Merrill Lynch's equity securities by its executive
officers and directors. Investors can find this information under "SEC Reports"
through the investor relations section of the website which can be accessed
directly at www.ir.ml.com. These reports are available through the website as
soon as reasonably practicable after such reports are electronically filed with,
or furnished to, the SEC. Additionally, Merrill Lynch's Guidelines for Business
Conduct, Code of Ethics for Financial Professionals, Related Party Transactions
Policy and charters for the committees of its Board of Directors have been filed
as exhibits to SEC reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934. These documents, along with Merrill
Lynch's Corporate Governance Guidelines, are also available on the investor
relations section of the website. The information on Merrill Lynch's websites is
not incorporated by reference into this Report. Holders of the Registrants'
securities may obtain copies of these reports and documents, free of charge,
upon written request to Judith A. Witterschein, Corporate Secretary, by mail at
Merrill Lynch & Co., Inc., 222 Broadway, 17th Floor, New York, NY 10038 or by
email at corporate_secretary@ml.com.
ITEM 1A. RISK FACTORS
------------
Merrill Lynch & Co., Inc. (the "Company" or "Merrill Lynch") is the sole
owner of the Trust common securities. The Trust exists for the exclusive
purposes of (i) issuing trust securities, consisting of 7% Trust Originated
Preferred Securities and 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% Partnership Preferred
Securities issued by Merrill Lynch Preferred Funding III, L.P. (the
"Partnership"), 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 Company's 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.
In the course of conducting its business operations, the Company could be
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
Company's financial condition and results of operations is included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 28, 2007
and is incorporated by reference from Exhibit 99.1 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
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 January 16, 1998 and
payable quarterly in arrears on each March 30, June 30, September 30 and
December 30, commencing March 30, 1998, at an annual rate of 7% 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%. 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, in the general partner's 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. MANAGEMENT'S 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 fiscal year presented and the fiscal year
immediately preceding it.
ITEM 7A. QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
On January 16, 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 Trust's 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 8, the financial statements and notes thereto and the
Reports of Independent Registered Public Accounting Firm set forth on pages F-1
through F-17 are incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
---------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
None.
ITEM 9A. DISCLOSURE CONTROLS AND PROCEDURES
----------------------------------
The persons who function as the equivalent of the Chief Executive Officer and
the Chief Financial Officer of the Trust and the Partnership have evaluated the
effectiveness of the Trust's and 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 Form 10-K. Based
on this evaluation, the persons who function as the equivalent of the Chief
Executive Officer and the Chief Financial Officer of the Trust and
the Partnership of the Trust's and the Partnership's have concluded that the
Trust's and 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 Trust's or 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 fourth fiscal quarter of 2007 that
has materially affected, or is reasonably likely to materially affect, the
Trust's or the Partnership's internal control over financial reporting.
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 Partnership and the Trust's internal control over financial
reporting as of December 28, 2007. 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 each of the Trust and the Partnership
maintained effective internal control over financial reporting as of
December 28, 2007.
ITEM 9B. OTHER INFORMATION
-----------------
None.
PART III
--------
ITEM 10. DIRECTORS and EXECUTIVE OFFICERS of the REGISTRANT
--------------------------------------------------
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
----------------------------------------------
No disclosure is required for this Item pursuant to General Instruction I of
Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES and SERVICES
--------------------------------------
The following table presents aggregate fees for audits of the Trust's and the
Partnership's financial statements by Deloitte &Touche LLP for the fiscal years
ended December 28, 2007 and December 29, 2006. There were no other services
rendered by Deloitte & Touche LLP to the Trust and the Partnership in fiscal
years ended December 28, 2007 and December 29, 2006.
2007 2006
------- -------
Audit Fee(1) $12,200 $12,200
The Audit Committee of the Board of Directors of the Company is responsible for
the approval of audit fees for its subsidiaries, which includes the Trust and
the Partnership. The Company is the sole owner of the Trust's common securities
and the sole general partner of the Partnership. Consistent with SEC rules
regarding auditor independence, the Audit Committee of the Company has
established a policy governing the provision of audit and non-audit services to
the Company and its subsidiaries (Pre-Approval Policy). The description of the
Pre-Approval Policy found on page 22 of the Company's 2008 Proxy Statement
filed with the SEC on March 14, 2008 is incorporated herein by reference. You
may obtain a copy of the 2008 Proxy Statement on the Company's Investor
Relations website at www.ir.ml.com or by written request to Judith A.
Witterschein, Corporate Secretary, Merrill Lynch & Co., Inc., 222 Broadway,
17th Floor, New York, New York 10038-2510.
- --------------
(1) Audit Fees consisted of fees for the audit and reviews of the Trust's
and the Partnership's financial statements filed with the SEC on Forms 10-K
and 10-Q, as well as work generally only the independent registered public
accounting firm can be reasonably expected to provide, such as comfort
letters, consents and review of documents filed with the SEC.
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 hereof, and the financial statements and accompanying
Reports of Independent Registered Public Accounting Firm
appear on pages F-2 through F-17.
2. Financial Statement Schedules
None.
3. Exhibits
An exhibit index has been filed as part of this report and is
incorporated herein by reference.
INDEX TO FINANCIAL STATEMENTS
-----------------------------
ITEM 15(1)
FINANCIAL STATEMENTS PAGE
- -------------------- ----
MERRILL LYNCH PREFERRED CAPITAL TRUST III
Balance Sheets, December 28, 2007 and December 29, 2006 F-2
Statements of Earnings, Year Ended December 28, 2007,
December 29, 2006 and December 30, 2005 F-3
Statements of Changes in Stockholders' Equity, Year Ended
December 28, 2007, December 29, 2006 and December 30, 2005. F-4
Statements of Cash Flows, Year Ended December 28, 2007,
December 29, 2006 and December 30, 2005 F-5
Notes to Financial Statements F-6
Report of Independent Registered Public Accounting Firm F-8
Supplemental Financial Information (Unaudited) F-9
MERRILL LYNCH PREFERRED FUNDING III, L.P.
Balance Sheets, December 28, 2007 and December 29, 2006 F-10
Statements of Earnings, Year Ended December 28, 2007,
December 29, 2006 and December 30, 2005 F-11
Statements of Changes in Partners' Capital, Year Ended
December 28, 2007, December 29, 2006 and December 30, 2005 F-12
Statements of Cash Flows, Year Ended December 28, 2007,
December 29, 2006 December 30, 2005 F-13
Notes to Financial Statements F-14
Report of Independent Registered Public Accounting Firm F-16
Supplemental Financial Information (Unaudited) F-17
F-1
MERRILL LYNCH PREFERRED CAPITAL TRUST III
BALANCE SHEETS
(dollars in thousands, except per security amounts)
- -------------------------------------------------------------------------------------------------------
December 28, 2007 December 29, 2006
----------------- -----------------
ASSETS
Investment in affiliate partnership preferred securities $ 773,196 $ 773,196
Interest receivable from affiliate 13,531 -
---------- ----------
Total Assets $ 786,727 $ 773,196
========== ==========
LIABILITY AND STOCKHOLDERS' EQUITY
Distributions payable $ 13,531 $ -
---------- ----------
Stockholders' equity:
Preferred securities (7% Trust
Originated Preferred Securities;
30,000,000 authorized, issued, and
outstanding; $25 liquidation
amount per security) 750,000 750,000
Common securities (7% Trust Common
Securities; 927,840 authorized,
issued, and outstanding;
$25 liquidation amount per security) 23,196 23,196
---------- ----------
Total Stockholders' equity 773,196 773,196
---------- ----------
Total Liability and Stockholders' Equity $ 786,727 $ 773,196
========== ==========
See Notes to Financial Statements
F-2
MERRILL LYNCH PREFERRED CAPITAL TRUST III
STATEMENTS OF EARNINGS
(dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
---------------------------------------------------------------------
December 28, 2007 December 29, 2006 December 30, 2005
----------------- ----------------- -----------------
EARNINGS
Interest on affiliate partnership preferred securities $ 54,124 $ 54,124 $ 54,124
========= ========= ========
See Notes to Financial Statements
F-3
MERRILL LYNCH PREFERRED CAPITAL TRUST III
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
--------------------------------------------------------------------
December 28, 2007 December 29, 2006 December 30, 2005
----------------- ----------------- -----------------
PREFERRED SECURITIES
Balance, beginning and end of period $ 750,000 $ 750,000 $ 750,000
--------- --------- ---------
COMMON SECURITIES
Balance, beginning and end of period 23,196 23,196 23,196
--------- --------- ---------
UNDISTRIBUTED EARNINGS
Balance, beginning of period - - -
Earnings 54,124 54,124 54,124
Distributions (40,593) (54,124) (54,124)
Distributions payable (13,531) - -
--------- --------- ---------
Balance, end of period - - -
--------- --------- ---------
Total Stockholders' Equity $ 773,196 $ 773,196 $ 773,196
========= ========= =========
See Notes to Financial Statements
F-4
MERRILL LYNCH PREFERRED CAPITAL TRUST III
STATEMENTS OF CASH FLOWS
(dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
--------------------------------------------------------------------
December 28, 2007 December 29, 2006 December 30, 2005
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings $ 54,124 $ 54,124 $ 54,124
Interest receivable from affiliate (13,531) - -
-------- -------- --------
Cash provided by operating activities 40,593 54,124 54,124
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions (40,593) (54,124) (54,124)
-------- -------- --------
Cash used for financing activities (40,593) (54,124) (54,124)
-------- -------- --------
NET CHANGE IN CASH - - -
CASH, BEGINNING OF PERIOD - - -
-------- -------- --------
CASH, END OF PERIOD $ - $ - $ -
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Preferred and common distributions of $13,125 and $406 were accrued at
December 28, 2007. There were no distributions accrued at December 29, 2006.
See Notes to Financial Statements
F-5
MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTES TO FINANCIAL STATEMENTS
December 28, 2007
- --------------------------------------------------------------------------------
1. ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Capital Trust III (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 December 19, 1997, which was subsequently amended by an amended and
restated declaration of trust dated as of January 12, 1998. 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% 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% Partnership Preferred Securities
(the "Partnership Preferred Securities") issued by Merrill Lynch Preferred
Funding III, L.P. (the "Partnership"), and (iii) engaging in only those other
activities necessary or incidental thereto.
The Company has paid compensation to the underwriters of the offering of the
Trust Preferred Securities. The Company also 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.
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.
INVESTMENTS
The investment in the Affiliate Partnership Preferred Securities represents a
limited partnership interest in the Partnership and is recorded at cost. At year
end, the fair value of the investment approximates its carrying value. 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
MERRILL LYNCH PREFERRED CAPITAL TRUST III
NOTES TO FINANCIAL STATEMENTS
December 28, 2007
- --------------------------------------------------------------------------------
3. INVESTMENT IN AFFILIATE PARTNERSHIP PREFERRED SECURITIES
The Trust holds 30,000,000 7% Partnership Preferred Securities and 927,840
7% Trust Common Securities, $25 liquidation preference per security. The
interest payment dates and redemption provisions of the Partnership Preferred
Securities, which are redeemable on or after March 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 30,000,000 7% Trust Preferred Securities, $25 liquidation
amount per security in a public offering on January 16, 1998. The Trust
Preferred Securities are redeemable on or after March 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
and rank equally with the most senior preferred stock of the Company.
TRUST COMMON SECURITIES
The Trust issued 927,840 7% Trust Common Securities, $25 liquidation amount per
security, to the Company on January 16, 1998. The Trust Common Securities are
redeemable on or after March 30, 2008 at the option of the Trust, in whole or in
part, at a redemption price equal to $25 per security.
5. RECENT ACCOUNTING DEVELOPMENTS
In September 2006, the FASB issued SFAS No. 157. SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, establishes a fair
value hierarchy based on the quality of inputs used to measure fair value and
enhance disclosure about fair value measurements. SFAS No. 157 nullifies the
guidance provided by EITF 02-3 that prohibits recognition of day one gains or
losses on derivative transactions where model inputs that significantly impact
valuation are not observable. In addition, SFAS No. 157 prohibits the use of
block discounts for large positions of unrestricted financial instruments that
trade in an active market and requires an issuer to incorporate changes in its
own credit spreads when determining the fair value of its liabilities. SFAS
No. 157 is effective for fiscal years beginning after November 15, 2007 with
early adoption permitted provided that the entity has not yet issued financial
statements for that fiscal year, including any interim periods. The provisions
of SFAS No. 157 are to be applied prospectively, except that the provisions
related to block discounts and existing derivative financial instruments
measured under EITF 02-3 are to be applied as a one-time cumulative effect
adjustment to opening retained earnings in the year of adoption. The adoption
of SFAS 157 had no impact on the financial statements of the Trusts and the
Partnerships.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, an Interpretation of FASB Statement No. 109 ("Fin 48"). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in a
company's financial statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. The
Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. The Trusts and the Partnerships adopted FIN 48 in the first quarter
2007. The adoption of FIN 48 did not have any impact on the financial
statements of the Trusts and the Partnerships. As of December 28, 2007, the
Trusts and the Partnerships did not have any unrecognized tax benefits.
F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Merrill Lynch Preferred Capital Trust III, L.P.:
We have audited the accompanying balance sheets of Merrill Lynch Preferred
Capital Trust III, L.P. (the "Trust") as of December 28, 2007 and December 29,
2006, and the related statements of earnings, changes in stockholders' equity,
and cash flows for each of the three years in the period ended December 28,
2007. These financial statements are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits 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 audits 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 Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
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, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Trust as of December 28, 2007 and
December 29, 2006, and the results of its operations and its cash flows for
each of the three years in the period ended December 28, 2007, in conformity
with accounting principles generally accepted in the United States of America.
New York, New York
March 25, 2008
F-8
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
- ----------------------------------------------
Quarterly Information
- ---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred Capital
Trust III for 2007 and 2006 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. 28, Sept. 28, June 29, Mar. 30, Dec. 29, Sept. 29, June 30, Mar 30,
2007 2007 2007 2007 2006 2006 2006 2006
------------------------------------------------------------------------------------
Total Revenues $13,531 $13,531 $13,531 $13,531 $13,531 $13,531 $13,531 $13,531
Net Earnings $13,531 $13,531 $13,531 $13,531 $13,531 $13,531 $13,531 $13,531
F-9
MERRILL LYNCH PREFERRED FUNDING III, L.P.
BALANCE SHEETS
(dollars in thousands)
- --------------------------------------------------------------------------------------------------------
December 28, 2007 December 29, 2006
----------------- -----------------
ASSETS
Investments:
Affiliate debentures $ 900,547 $ 900,547
U.S. Government and agencies 9,125 9,141
---------- ----------
Total investments 909,672 909,688
Interest receivable from affiliate 15,759 -
---------- ----------
Total Assets $ 925,431 $ 909,688
========== ==========
LIABILITY AND PARTNERS' CAPITAL
Distribution Payable $ 15,760 $ -
Partners' capital:
Limited partnership interest 773,196 773,196
General partnership interest 136,475 136,492
---------- ----------
Total partners' capital 909,671 909,688
---------- ----------
Total Liability and Partners' Capital $ 925,431 $ 909,688
========== ==========
See Notes to Financial Statements
F-10
MERRILL LYNCH PREFERRED FUNDING III, L.P.
STATEMENTS OF EARNINGS
(dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
--------------------------------------------------------------------
December 28, 2007 December 29, 2006 December 30, 2005
----------------- ----------------- -----------------
EARNINGS
Interest income:
Affiliate debentures $ 63,038 $ 63,038 $ 63,038
U.S. Government and agencies 442 426 268
--------- --------- ---------
Earnings $ 63,480 $ 63,464 $ 63,306
========= ========= =========
See Notes to Financial Statements
F-11
MERRILL LYNCH PREFERRED FUNDING III, L.P.
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
(dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
--------------------------------------------------------------------
December 28, 2007 December 29, 2006 December 30, 2005
----------------- ----------------- -----------------
LIMITED PARTNER'S CAPITAL
Balance, beginning of period $ 773,196 $ 773,196 $ 773,196
Net income allocated to limited partner 54,124 54,124 54,124
Distributions (40,593) (54,124) (54,124)
Distribution payable (13,531) - -
--------- --------- ---------
Balance, end of period 773,196 773,196 773,196
--------- --------- ---------
GENERAL PARTNER'S CAPITAL
Balance, beginning of period 136,492 136,485 136,466
Net income allocated to general partner 9,356 9,340 9,182
Distributions (7,144) (9,333) (9,163)
Distributions payable (2,229) - -
--------- --------- ---------
Balance, end of period 136,475 136,492 136,485
--------- --------- ---------
TOTAL PARTNERS' CAPITAL $ 909,671 $ 909,688 $ 909,681
========= ========= =========
See Notes to Financial Statements
F-12
MERRILL LYNCH PREFERRED FUNDING III, L.P.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
- -------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED
--------------------------------------------------------------------
December 28, 2007 December 29, 2006 December 30, 2005
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings $ 63,480 $ 63,464 $ 63,306
Accretion of interest on securities issued by
U.S. Government and agencies (442) (426) (268)
Interest receivable from affiliate (15,759) - -
-------- -------- --------
Cash provided by operating activities 47,279 63,038 63,038
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities (18,192) (18,192) (18,193)
Maturities of investment securities 18,650 18,611 18,442
-------- -------- --------
Cash provided by investing activities 458 419 249
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to limited partner (40,593) (54,124) (54,124)
Distributions to general partner (7,144) (9,333) ( 9,163)
-------- -------- --------
Cash used for financing activities (47,737) (63,457) (63,287)
-------- -------- --------
NET CHANGE IN CASH - - -
CASH, BEGINNING OF PERIOD - - -
-------- -------- --------
CASH, END OF PERIOD $ - $ - $ -
======== ======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:
Distributions of $15,759 and $0 were accrued at December 28, 2007 and
December 29, 2006, respectively.
See Notes to Financial Statements
F-13
MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTES TO FINANCIAL STATEMENTS
December 28, 2007
- --------------------------------------------------------------------------------
1. ORGANIZATION AND PURPOSE
Merrill Lynch Preferred Funding III, 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 December 19, 1997, which was subsequently amended by an amended and
restated agreement of limited partnership dated January 16, 1998. 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 Company's
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). The Company has also
agreed to indemnify certain officers and agents of the Partnership.
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.
INVESTMENTS
The Partnership's investment in affiliate debentures which is recorded at cost,
and its investment in U.S. Government and agencies, which is recorded at
accreted cost and which matures within one year, are classified as
available-for-sale, which both approximate fair value.
INCOME TAXES
The Partnership does not incur any income tax liabilities. Such liabilities are
incurred directly by the partners.
F-14
MERRILL LYNCH PREFERRED FUNDING III, L.P.
NOTES TO FINANCIAL STATEMENTS
December 28, 2007
- --------------------------------------------------------------------------------
3. INVESTMENT IN AFFILIATE DEBENTURES
The Partnership holds debentures of the Company and a wholly-owned subsidiary of
the Company. The debentures have a term of approximately 20 years and bear
interest at 7% per annum. The interest payment dates and redemption provisions
of the debentures, which are redeemable at the option of the Company and its
subsidiary on or after March 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 30,000,000 7% Partnership Preferred Securities and
927,840 7% Trust Common Securities, $25 liquidation preference per security, to
the Trust on January 16, 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 are redeemable on or after March 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 and ranks equally with the most senior preferred stock 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 $137.0 million. The Partnership may at times have
excess funds which are allocated to the Company and may, in the Company's 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.
5. RECENT ACCOUNTING DEVELOPMENTS
In September 2006, the FASB issued SFAS No. 157. SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, establishes a fair
value hierarchy based on the quality of inputs used to measure fair value and
enhance disclosure about fair value measurements. SFAS No. 157 nullifies the
guidance provided by EITF 02-3 that prohibits recognition of day one gains or
losses on derivative transactions where model inputs that significantly impact
valuation are not observable. In addition, SFAS No. 157 prohibits the use of
block discounts for large positions of unrestricted financial instruments that
trade in an active market and requires an issuer to incorporate changes in its
own credit spreads when determining the fair value of its liabilities. SFAS
No. 157 is effective for fiscal years beginning after November 15, 2007 with
early adoption permitted provided that the entity has not yet issued financial
statements for that fiscal year, including any interim periods. The provisions
of SFAS No. 157 are to be applied prospectively, except that the provisions
related to block discounts and existing derivative financial instruments
measured under EITF 02-3 are to be applied as a one-time cumulative effect
adjustment to opening retained earnings in the year of adoption. The adoption
of SFAS 157 had no impact on the financial statements of the Trusts and the
Partnerships.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, an Interpretation of FASB Statement No. 109 ("Fin 48"). FIN
48 clarifies the accounting for uncertainty in income taxes recognized in a
company's financial statements and prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. The
Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. The Trusts and Partnerships adopted FIN 48 in the first quarter
2007. The adoption of FIN 48 did not have any impact on the financial
statements of the Trusts and the Partnerships. As of December 28, 2007, the
Trusts and the Partnerships did not have any unrecognized tax benefits.
F-15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the General Partner and Limited Partner of Merrill Lynch Preferred
Funding III, L.P.:
We have audited the accompanying balance sheets of Merrill Lynch Preferred
Funding III, L.P. (the Partnership) as of December 28, 2007 and December 29,
2006, and the related statements of earnings, changes in partners' capital, and
cash flows for each of the three years in the period ended December 28, 2007.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits 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 audits 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 Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 28, 2007 and
December 29, 2006, and the results of its operations and its cash flows for
each of the three years in the period ended December 28, 2007, in conformity
with accounting principles generally accepted in the United States of America.
New York, New York
March 25, 2008
F-16
SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
- ----------------------------------------------
Quarterly Information
- ---------------------
The unaudited quarterly results of operations of Merrill Lynch Preferred
Funding III, L.P. for 2007 and 2006 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. 28, Sept. 29, June 29, Mar. 30, Dec. 29, Sept. 29, June 39, Mar. 30,
2007 2007 2007 2007 2006 2006 2006 2006
---------------------------------------------------------------------------------------
Total Revenues $15,854 $15,875 $15,874 $15,876 $15,873 $15,875 $15,862 $15,854
Net Earnings $15,854 $15,875 $15,874 $15,876 $15,873 $15,875 $15,862 $15,854
F-17
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 25th day of March,
2008.
MERRILL LYNCH PREFERRED CAPITAL TRUST III*
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.
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 25th day of March, 2008.
Merrill Lynch Preferred Funding III, L.P.
By: Merrill Lynch & Co., Inc. as General Partner
SIGNATURE TITLE
--------- -----
/s/ Gary Carlin Vice President and
- ----------------------------------------- Controller
(Gary Carlin)
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 25th day of March, 2008.
SIGNATURE TITLE
--------- -----
/s/ JOHN THAIN Director, Chairman of the Board and
- ----------------------------------- Chief Executive Officer
(John Thain) (Principal Executive Officer)
/s/ NELSON CHAI Executive Vice President and
- --------------------------------------------Chief Financial Officer
(Nelson Chai) (Principal Financial Officer)
/s/ CHRISTOPHER HAYWARD Vice President and Finance Director
- ----------------------------------- (Principal Accounting Officer)
(Christopher Hayward)
/s/ CAROL T. CHRIST Director
- -----------------------------------------
Carol T. Christ
/s/ ARMANDO M. CODINA Director
- -----------------------------------------
(Armando M. Codina)
/s/ VIRGIS W. COLBERT Director
- -----------------------------------------
(Vergis W. Colbert)
/s/ ALBERTO CRIBIORE Director
----------------------------------------
(Alberto Cribiore)
/s/ JOHN D. FINNEGAN Director
- -----------------------------------------
(John D. Finnegan)
/s/ JUDITH MAYHEW JONAS Director
- -----------------------------------------
(Judith Mayhew Jonas)
/s/ AULANA L. PETERS Director
- -----------------------------------------
(Aulana L. Peters)
/s/ JOSEPH W. PRUEHER Director
- -----------------------------------------
(Joseph W. Prueher)
/s/ ANN N. REESE Director
- -----------------------------------------
(Ann N. Reese)
/s/ CHARLES O. ROSSOTTI Director
- -----------------------------------------
(Charles O. Rossotti)
EXHIBIT INDEX
4.1 Certificate of Trust dated December 19, 1997, of the Trust
(incorporated by reference to Exhibit 4.1 to the Registration
Statement on Form S-3 (No. 333-42859) (the "Registration Statement")).
4.2 Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Exhibit 4.2 to the Registration
Statement).
4.3 Certificate of Limited Partnership, dated as of December 19,
1997, of the Partnership (incorporated by reference to Exhibit 4.3
to the Registration Statement).
4.4 Form of Amended and Restated Agreement of Limited Partnership
of the Partnership (incorporated by reference to Exhibit 4.4 to
the Registration Statement).
4.5 Form of Trust Preferred Securities Guarantee Agreement between
the Company and The Bank of New York, 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, 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, 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, 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* Consent of Deloitte & Touche LLP.
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 Merrill Lynch & Co., Inc. Annual Report on
Form 10-K for the fiscal year ended December 28, 2007.
- ------------------
* Filed herewith