<Page>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001
                               ------------------

                                     OR

( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934

For the transition period from                  to
                               ----------------    ----------------

Commission File Number  0-25000

                          ML PRINCIPAL PROTECTION L.P.
                          ----------------------------
                      ML PRINCIPAL PROTECTION TRADING L.P.
                      ------------------------------------
                            (Rule 140 Co-Registrant)
                          (Exact Name of Registrant as
                            specified in its charter)

          Delaware                          13-3750642 (Registrant)
- -------------------------------             13-3775509 (Co-Registrant)
(State or other jurisdiction of             --------------------------------
incorporation or organization)              (IRS Employer Identification No.)

                       c/o MLIM Alternative Strategies LLC
               (formerly Merrill Lynch Investment Partners, Inc.)
                           Princeton Corporate Campus
                       800 Scudders Mill Road - Section 2G
                          Plainsboro, New Jersey 08536
                          ----------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  609-282-6996
                                 --------------
              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has 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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---    ---


<Page>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                          ML PRINCIPAL PROTECTION L.P.
                        (a Delaware limited partnership)

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<Table>
<Caption>
                                                       SEPTEMBER 30,     DECEMBER 31,
                                                            2001            2000
                                                        (UNAUDITED)
                                                       --------------   --------------
                                                                  
ASSETS
Equity in commodity futures trading accounts:
    Cash                                               $    6,431,664   $    2,947,014
Investment in MM LLC                                       18,051,087       19,921,935
Commercial Paper (Cost: $0 and $4,310,371)                         --        4,310,371
Receivable from investment in MM LLC                               --          780,962
Accrued interest receivable                                    15,526           52,986
                                                       --------------   --------------

                TOTAL                                  $   24,498,277   $   28,013,268
                                                       ==============   ==============

LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
    Redemptions payable                                $      274,114   $      438,622
    Payable to MM LLC                                       1,869,831               --
                                                       --------------   --------------

            Total liabilities                               2,143,945          438,622
                                                       --------------   --------------

Minority Interest                                                  --          875,795
                                                       --------------   --------------

PARTNERS' CAPITAL:
 General Partner (2,762 and 2,712 Units)                      311,521          298,960
 Limited Partners (195,038 and 239,624 Units)              22,042,811       26,399,891
                                                       --------------   --------------

            Total partners' capital                        22,354,332       26,698,851
                                                       --------------   --------------

                TOTAL                                  $   24,498,277   $   28,013,268
                                                       ==============   ==============

NET ASSET VALUE PER UNIT
</Table>

See notes to consolidated financial statements.


                                       2
<Page>

                          ML PRINCIPAL PROTECTION L.P.
                        (a Delaware limited partnership)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<Table>
<Caption>
                                                     FOR THE THREE    FOR THE THREE     FOR THE NINE     FOR THE NINE
                                                     MONTHS ENDED     MONTHS ENDED      MONTHS ENDED     MONTHS ENDED
                                                     SEPTEMBER 30,    SEPTEMBER 30,     SEPTEMBER 30,    SEPTEMBER 30,
                                                          2001             2000              2001              2000
                                                     --------------   --------------    --------------   --------------
                                                                                             
REVENUES:
    Trading loss:
     Realized                                        $           --   $      (65,030)   $           --   $     (610,248)
     Change in unrealized                                        --         (114,967)               --         (202,811)
                                                     --------------   --------------    --------------   --------------

            Total trading results                                --         (179,997)               --         (813,059)
                                                     --------------   --------------    --------------   --------------

     Loss from Investments                                       --         (680,218)               --         (680,218)
     Interest income                                         53,172          368,223           193,294        1,443,978
                                                     --------------   --------------    --------------   --------------

            Total revenues                                   53,172         (491,992)          193,294          (49,299)
                                                     --------------   --------------    --------------   --------------

EXPENSES:
    Profit Shares                                                --              110                --           19,156
    Brokerage commissions                                        --          274,152                --        1,398,269
    Administrative fees                                          --            7,787                --           53,971
                                                     --------------   --------------    --------------   --------------

            Total expenses                                       --          282,049                --        1,471,396
                                                     --------------   --------------    --------------   --------------

INCOME FROM INVESTMENT IN MM LLC                            283,158               --           631,062               --
                                                     --------------   --------------    --------------   --------------
INCOME (LOSS) BEFORE
    MINORITY INTEREST                                       336,330         (774,041)          824,356       (1,520,695)
                                                     --------------   --------------    --------------   --------------

    Minority interest                                            --           28,954                --           55,469
                                                     --------------   --------------    --------------   --------------

NET INCOME (LOSS)                                    $      336,330   $     (745,087)   $      824,356   $   (1,465,226)
                                                     ==============   ==============    ==============   ==============

NET INCOME (LOSS) PER UNIT:
    Weighted average number of General Partner and
        Limited Partners Units outstanding                  205,199          291,576           220,921          330,495
                                                     ==============   ==============    ==============   ==============

      Net income (loss) per weighted average
        General  Partner and Limited Partner unit    $         1.64   $        (2.56)   $         3.73   $        (4.43)
                                                     ==============   ==============    ==============   ==============
</Table>

See notes to consolidated financial statements.


                                       3
<Page>


                          ML PRINCIPAL PROTECTION L.P.
                        (a Delaware limited partnership)
             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                   (unaudited)

<Table>
<Caption>
                                              GENERAL         LIMITED
                           UNITS              PARTNER         PARTNERS            TOTAL
                       --------------    --------------    --------------    --------------
                                                                 
PARTNERS' CAPITAL,
  December 31, 1999           390,741    $    1,023,562    $   40,659,206    $   41,682,768

Net loss                           --           (15,855)       (1,449,371)       (1,465,226)

Redemptions                  (124,010)         (595,902)      (12,328,900)      (12,924,802)

Distributions                      --            (5,479)         (323,541)         (329,020)
                       --------------    --------------    --------------    --------------

PARTNERS' CAPITAL,
  September 30, 2000          266,731    $      406,326    $   26,557,394    $   26,963,720
                       ==============    ==============    ==============    ==============

PARTNERS' CAPITAL,
  December 31, 2000           242,336    $      298,960    $   26,399,891    $   26,698,851

Additions                          50             5,464                --             5,464

Net income                         --             9,878           814,478           824,356

Redemptions                   (44,586)               --        (4,943,437)       (4,943,437)

Distributions                      --            (2,781)         (228,121)         (230,902)
                       --------------    --------------    --------------    --------------

PARTNERS' CAPITAL,
  September 30, 2001          197,800    $      311,521    $   22,042,811    $   22,354,332
                       ==============    ==============    ==============    ==============
</Table>

See notes to consolidated financial statements.


                                       4
<Page>


                          ML PRINCIPAL PROTECTION L.P.
                        (a Delaware limited partnership)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     These financial statements have been prepared without audit. In the opinion
     of management, the financial statements contain all adjustments (consisting
     of only normal recurring adjustments) necessary to present fairly the
     consolidated financial position of ML Principal Protection L.P. (the
     "Partnership") as of September 30, 2001, and the results of its operations
     for the three and nine months ended September 30, 2001 and 2000. However,
     the operating results for the interim periods may not be indicative of the
     results expected for the full year.

     Certain information and footnote disclosures normally included in annual
     financial statements prepared in conformity with accounting principles
     generally accepted in the United States have been omitted. It is suggested
     that these financial statements be read in conjunction with the financial
     statements and notes thereto included in the Partnership's Annual Report on
     Form 10-K filed with the Securities and Exchange Commission for the year
     ended December 31, 2000 (the "Annual Report").

     On January 1, 2001, the Trading Partnership was dissolved. The General
     Partner, MLIM Alternative Strategies, LLC ("MLIM AS LLC") (formerly,
     Merrill Lynch Investment Partners, Inc.), redeemed its entire investment
     from the trading partnership and the Partnership immediately invested its
     redemption proceeds directly into ML Multi-Manager Portfolio LLC
     ("MM LLC"), giving the Partnership a direct investment in MM LLC rather
     than through the Trading Partnership. This action did not effect the
     operation of the Partnership or MM LLC and was done at no cost to the
     investors. Any costs have been absorbed by MLIM AS LLC. MLIM AS LLC
     continues to maintain a 1% General Partner interest in the Partnership.

2.   INVESTMENTS

     Effective September 1, 2000, the Partnership consolidated its trading
     accounts with those of certain other multi-advisor managed future funds
     sponsored by MLIM AS LLC. The Partnership is no longer trading directly
     through managed accounts with each of its Trading Advisors, but is
     investing in a limited liability company, MM LLC. As of September 1, 2000,
     MM LLC had an aggregate capitalization of approximately $264 million.

     The consolidation was effected by having the Partnership close its existing
     individual trading accounts and invest in MM LLC, which maintains a single
     account with each Advisor selected. MM LLC is managed by MLIM AS LLC, has
     no investors other than the multi-advisor funds sponsored by MLIM AS LLC,
     and serves solely as the vehicle through which the assets of such funds are
     combined in order to be managed through single rather than multiple
     accounts.

     The consolidation of the Partnership's trading accounts through MM LLC
     should result in improved order execution. By investing in MM LLC rather
     than trading as separate entities, participating funds receive the same
     price on their allocable portions of bulk orders rather than MLIM AS LLC
     having to allocate individual contracts acquired at different prices among
     different fund accounts. In addition, by pooling their capital in MM LLC,
     participating funds are able to maintain access to the full range of
     Trading Advisors - irrespective of how small an individual fund's capital
     base may become.

     No additional fees or charges were incurred by the Partnership or any
     investor as a result of the consolidation. MLIM AS LLC absorbed all costs
     related to the consolidation. As a result of consolidating the
     Partnership's trading accounts, Merrill Lynch Futures Inc. ("MLF"), which
     receives flat-rate brokerage fees from the Partnership, should be able to
     recognize future savings on its trade processing costs. MLIM AS LLC and MLF
     are responsible for the administration and monitoring of MM LLC as well as
     each participating fund, and in doing so will have access to the same "real
     time" trade and position information as was the case for the Partnership's
     managed accounts.

     As of September 30, 2001 and December 31, 2000, the Partnership had an
     investment in MM LLC of $18,051,087 and $19,921,935, respectively.


                                       5
<Page>

Total revenues and fees with respect to the Partnership's investment are set
forth as follows:

<Table>
<Caption>
FOR THE THREE MONTHS            TOTAL           BROKERAGE       ADMINISTRATIVE         PROFIT          INCOME FROM
ENDED SEPTEMBER 30, 2001       REVENUE         COMMISSIONS          FEES               SHARES           INVESTMENT
                           ---------------   ----------------  -----------------   -------------   --------------------
                                                                                    
MM LLC (unaudited)         $      720,901    $       319,879   $         10,662    $    107,202    $           283,158
                           ---------------   ----------------  -----------------   -------------   --------------------

<Caption>
FOR THE NINE MONTHS            TOTAL           BROKERAGE       ADMINISTRATIVE         PROFIT          INCOME FROM
ENDED SEPTEMBER 30, 2001      REVENUE         COMMISSIONS          FEES               SHARES           INVESTMENT
                           ---------------   ----------------  -----------------   -------------   --------------------
                                                                                    
MM LLC (unaudited)         $    1,992,466    $     1,008,042   $         33,601    $    319,761    $           631,062
                           ---------------   ----------------  -----------------   -------------   --------------------
</Table>

Condensed statements of financial condition and statements of operations for MM
LLC are set forth as follows:

<Table>
<Caption>
                       MM LLC            MM LLC
                   ---------------   ---------------
                    SEPTEMBER 30,     DECEMBER 31,
                        2001              2000
                    (UNAUDITED)
                   ---------------   ---------------
                               
Assets             $   222,849,008   $   252,995,756
                   ===============   ===============

Liabilities        $     8,721,675   $     5,383,789
Members' Capital       214,127,333       247,611,967
                   ---------------   ---------------

Total              $   222,849,008   $   252,995,756
                   ===============   ===============
</Table>

<Table>
<Caption>
                       FOR THE THREE MONTHS        FOR THE THREE MONTHS         FOR THE NINE MONTHS          FOR THE NINE MONTHS
                     ENDED SEPTEMBER 30, 2001    ENDED SEPTEMBER 30, 2000     ENDED SEPTEMBER 30, 2001    ENDED SEPTEMBER 30, 2000
                           (UNAUDITED)                (UNAUDITED)                   (UNAUDITED)                  (UNAUDITED)
                    -------------------------    -------------------------    -------------------------   -------------------------
                                                                                              
Revenues            $               7,879,447    $              (4,176,959)   $              21,504,537   $              (1,725,034)

Expenses                            4,976,570                    2,411,044                   14,968,692                   6,397,178
                    -------------------------    -------------------------    -------------------------   -------------------------

Net Income (Loss)   $               2,902,877    $              (6,588,003)   $               6,535,845   $              (8,122,212)
                    =========================    =========================    =========================   =========================
</Table>


                                       6
<Page>

3.    NET ASSET VALUE PER UNIT

At September 30, 2001 and December 31, 2000, the Net Asset Values of the
different series of Units were:

<Table>
<Caption>
                                  SEPTEMBER 30, 2001

                   NET ASSET          NUMBER          NET ASSET VALUE
                     VALUE           OF UNITS            PER UNIT
                 ----------------   ----------------   ----------------
                                              
Series A Units   $      5,704,079        48,746.0000          $117.02
Series B Units            482,397         4,307.0000          $112.00
Series C Units            830,979         7,705.0000          $107.85
Series D Units          2,596,300        24,239.0000          $107.11
Series E Units          1,704,325        15,178.2800          $112.29
Series F Units            988,376         9,209.5400          $107.32
Series G Units            821,836         7,746.0300          $106.10
Series H Units            806,881         7,737.9150          $104.28
Series K Units          3,010,101        25,483.0000          $118.12
Series L Units          1,427,086        12,395.0300          $115.13
Series M Units          2,009,454        17,211.9607          $116.75
Series N Units            236,593         2,101.6778          $112.57
Series O Units            633,729         5,613.7419          $112.89
Series P Units            233,416         2,027.0000          $115.15
Series Q Units            259,922         2,441.6908          $106.45
Series R Units            518,383         4,822.0000          $107.50
Series S Units             90,475           835.0000          $108.35
                 ----------------   ----------------
Totals           $     22,354,332       197,799.8662
                 ================   ================
</Table>


<Table>
<Caption>
                                     DECEMBER 31, 2000

                 NET ASSET VALUE       NUMBER               NET ASSET VALUE
                 -----------------   -----------------   -----------------
                                                
Series A Units   $       6,185,441         54,627.0000          $   113.23
Series B Units             487,797          4,357.0000              111.96
Series C Units             863,478          8,005.0000              107.87
Series D Units           2,795,253         26,084.0000              107.16
Series E Units           2,369,509         21,803.9800              108.67
Series F Units           1,348,280         12,550.5400              107.43
Series G Units             931,995          8,782.2800              106.12
Series H Units             844,370          8,087.9150              104.40
Series K Units           3,205,898         28,092.0000              114.12
Series L Units           1,619,734         14,562.0300              111.23
Series M Units           2,045,146         18,131.9607              112.79
Series N Units             296,095          2,722.9278              108.74
Series O Units           2,253,875         20,663.7419              109.07
Series P Units             225,563          2,027.0000              111.28
Series Q Units             508,459          4,941.6908              102.89
Series R Units             573,917          5,522.0000              103.93
Series S Units             144,041          1,375.0000              104.76
                 -----------------   -----------------
Totals           $      26,698,851        242,336.0662
                 =================   =================
</Table>

                                       7
<Page>

4.   ANNUAL DISTRIBUTIONS

     The Partnership makes annual fixed-rate distributions, payable irrespective
     of profitability, of $3.50 per Unit on Units issued prior to May 1, 1997.
     The Partnership may also pay discretionary distributions on such Series of
     Units of up to 50% of any Distributable New Appreciation, as defined on
     such Units. No distributions are payable on Units issued after May 1, 1997.
     As of September 30, 2001, the Partnership has made the following
     distributions:

<Table>
<Caption>
                      DISTRIBUTION     FIXED-RATE     DISCRETIONARY
            SERIES        DATE        DISTRIBUTION     DISTRIBUTION
        ----------- ----------------- -------------- -----------------
                                         
    2001
- ---------
        Series B          1/1/01       $   3.50          $      -
        Series C          4/1/01           3.50                 -
        Series D          7/1/01           3.50                 -
        Series F          1/1/01           3.50                 -
        Series G          4/1/01           3.50                 -
        Series H          7/1/01           3.50                 -
    2000
- ---------
        Series A         10/1/00       $   3.50          $      -
        Series B          1/1/00           3.50                 -
        Series C          4/1/00           3.50                 -
        Series D          7/1/00           3.50                 -
        Series E         10/1/00           3.50                 -
        Series F          1/1/00           3.50                 -
        Series G          4/1/00           3.50                 -
        Series H          7/1/00           3.50                 -
    1999
- ---------
        Series A         10/1/99       $   3.50          $      -
        Series B          1/1/99           3.50                 -
        Series C          4/1/99           3.50                 -
        Series D          7/1/99           3.50              1.00
        Series E         10/1/99           3.50                 -
        Series F          1/1/99           3.50                 -
        Series G          4/1/99           3.50                 -
        Series H          7/1/99           3.50              1.00
    1998
- ---------
        Series A         10/1/98       $   3.50          $      -
        Series B          1/1/98           3.50              1.50
        Series C          4/1/98           3.50                 -
        Series D          7/1/98           3.50                 -
        Series E         10/1/98           3.50                 -
        Series F          1/1/98           3.50              1.25
        Series G          4/1/98           3.50                 -
        Series H          7/1/98           3.50                 -
</Table>


5.   FAIR VALUE AND OFF-BALANCE SHEET RISK

     As of September 1, 2000, the Partnership invests all of its assets
     allocated to trading in MM LLC. Accordingly, the Partnership invested
     indirectly in derivative instruments, but does not itself hold any
     derivative instrument positions. The application of the provisions of
     Statement of Financial


                                       8
<Page>

     Accounting Standards ("SFAS") No. 133, as amended by SFAS No. 137 and SFAS
     No. 138, did not have a significant effect on the consolidated financial
     statements of the Partnership.

     MARKET RISK

     Derivative instruments involve varying degrees of off-balance sheet market
     risk. Changes in the level or volatility of interest rates, foreign
     currency exchange rates or market values of the financial instruments or
     commodities underlying such derivative instruments frequently result in
     changes in the Partnership's net unrealized profit on such derivative
     instruments as reflected in the Statements of Financial Condition or, with
     respect to Partnership assets invested in MM LLC, the unrealized profit
     (loss) as reflected in the respective Statements of Financial Condition of
     MM LLC. The Partnership's exposure to market risk is influenced by a number
     of factors, including the relationships among the derivative instruments
     held by MM LLC, as well as the volatility and liquidity of the markets in
     which such derivative instruments are traded.

     The General Partner, MLIM AS LLC, has procedures in place intended to
     control market risk exposure, although there can be no assurance that they
     will, in fact, succeed in doing so. These procedures focus primarily on
     monitoring the trading of the Advisors selected from time to time for MM
     LLC, and include calculating the Net Asset Value of the Advisors'
     respective MM LLC accounts as of the close of business on each day and
     reviewing outstanding positions for over-concentrations both on an
     Advisor-by-Advisor and on an overall Partnership basis. While MLIM AS LLC
     does not itself intervene in the markets to hedge or diversify the
     Partnership's market exposure through MM LLC, MLIM AS LLC may urge Advisors
     to reallocate positions, or itself reallocate Partnership assets among
     Advisors through Advisors (although typically only as of the end of a
     month) in an attempt to avoid over-concentration. However, such
     interventions are unusual. Except in cases in which it appears that an
     Advisor has begun to deviate from past practice and trading policies or to
     be trading erratically, MLIM AS LLC's basic risk control procedures consist
     simply of the ongoing process of advisor monitoring and selection, with the
     market risk controls being applied by the Advisors themselves.

     CREDIT RISK

     The risks associated with exchange-traded contracts are typically perceived
     to be less than those associated with over-the-counter
     (non-exchange-traded) transactions, because exchanges typically (but not
     universally) provide clearinghouse arrangements in which the collective
     credit (in some cases limited in amount, in some cases not) of the members
     of the exchange is pledged to support the financial integrity of the
     exchange. In over-the-counter transactions, on the other hand, traders must
     rely solely on the credit of their respective individual counterparties.
     Margins, which may be subject to loss in the event of a default, are
     generally required in exchange trading and counterparties may require
     margin in the over-the-counter markets.

     The Partnership, through MM LLC, has credit risk in respect of its
     counterparties and brokers, but attempts to mitigate this risk by dealing
     almost exclusively with Merrill Lynch entities as clearing brokers.

     The Partnership, through MM LLC, in its normal course of business, enters
     into various contracts, with MLF acting as its commodity broker. Pursuant
     to the brokerage agreement with MLF (which includes a netting arrangement),
     to the extent that such trading results in receivables from and payables to
     MLF, these receivables and payables are offset and reported as a net
     receivable or payable in the financial statements of MM LLC in the Equity
     in commodity futures trading accounts in the Statements of Financial
     Condition.


                                       9
<Page>

Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                   MONTH-END NET ASSET VALUE PER SERIES A UNIT

<Table>
<Caption>
           JAN.        FEB.        MAR.        APR.        MAY         JUN.        JUL.        AUG.        SEP.
                                                                             
 2000   $112.80(a)  $112.46(a)  $111.61(a)  $110.11(a)  $110.85(a)  $109.67(a)  $108.61(a)  $109.41(a)  $107.25(a)
 2001   $112.97(b)  $113.94(b)  $117.81(b)  $115.64(b)  $115.09(b)  $115.36(b)  $115.43(b)  $116.10(b)  $117.02(b)
</Table>

(a) After reduction for distributions declared of $6.00, $6.00, $3.50, 3.50
and $3.50 per Series A Unit as of October 1, 1995, 1996, 1997, 1998 and 1999,
respectively.

(b) After reduction for a $3.50 per Series A Unit distribution declared on
October 1, 2000 and the distributions described in (a), resulting in a total
distribution of $26.00 inception to date.

Performance Summary

All of the Partnership's trading assets are invested in MM LLC. The Partnership
recognizes trading profits or losses as an investor in MM LLC. The following
commentary describes the trading results of MM LLC.

January 1, 2001 to September 30, 2001
- -------------------------------------
January 1, 2001 to March 31, 2001

Trading in the interest rate sector was highly profitable for the Partnership
during the quarter. Long positions in the Euro resulted in gains in January. The
impact of the weakening U.S. economy and the Federal Reserve's move to cut
interest rates was felt throughout the interest rate futures market, as Euro
futures contracts rose dramatically since December 2000. Euro-yen and Euro-bund
cross futures trading produced gains for the sector.

Agricultural trading was profitable despite losses sustained early in the
quarter. During January, the agricultural sector faced weak grain and oilseed
prices. Excellent growing weather in the U.S., Argentina and Brazil, concerns
about U.S. export potential and inventories at historically high levels, kept
the markets on the defensive. Contract lows in cotton produced gains for short
positions. The cotton market sank to a 15 year low as a result of short supply
and increased demand. Potential increased planting, paired with a drop in
demand, forced prices lower.

Currency trading resulted in gains for the Partnership. Losses were realized
during January and February on long Euro and Swiss franc trading. After rallying
from a low of 82--83 cents to 96 cents, the Euro fell back to the 90 cent level,
despite strong fundamentals. This resulted in losses for the Partnership's long
positions. The sector rebounded strongly in March on substantial gains from
short Japanese yen positions.

Trading in the metals markets was successful. Losses from short silver positions
were sustained in January as silver had a minor technical run as it reached it's
four month high. Short silver positions were profitable in February as silver
prices reversed its earlier trend and declined as the market was generally weak.
Gold's failure to rally also weighed on the market. March was a volatile
trading month as another attempted gold rally failed, resulting in gains in
short positions.

Stock index trading was moderately successful despite uncertainty in equity
markets. Short S&P 500 and NASDAQ positions resulted in gains as global equity
markets remain caught between negative news about earnings and the potential
positive effects of further monetary easing.

Energy trading was the only unprofitable sector during the quarter. Natural gas
prices pulled back in January after rallying during the last few months,
resulting in losses. Crude oil prices were driven lower


                                       10
<Page>

by both a seasonal downturn in global oil usage and heavier than normal refinery
maintenance work, reducing the demand. Short natural gas positions were
unprofitable in March on concerns over supply availability.

April 1, 2001 to June 30, 2001

Trading in agricultural commodities was profitable despite a sluggish start to
the quarter. The market for grains has been weak throughout the beginning of
2001. Excellent crops in Argentina and Brazil and a good start to the U.S.
growing season has resulted in weakness in the grain complex. Also, during the
quarter, profits from short corn and cotton positions outweighed losses from
soybeans.

Stock index trading was profitable for the Partnership as long NASDAQ 100
positions outweighed losses from DAX German Stock Index trading. Trading in S&P
contracts was successful despite continued volatility.

Trading in the energy sector was down slightly. Despite profitable unleaded gas
trading, losses were posted on long light crude oil and heating oil positions.
Crude prices fell due to increased total inventories, stemming from the effects
of crude oil stores rising more than 42 million barrels over the last few
months. The energy sector faded from downside pressure from a slowing global
economy, inventory surplus and OPEC's decision to leave production levels
unchanged.

Currency trading suffered losses, particularly in Euro and Japanese yen
positions. The further weakening of the Euro and Japanese yen displayed how
the global economy is not immune to the slowdown of the U.S. economy. Gains
were posted in the Canadian dollar at quarter end due to a healthy trade
surplus and a favorable short-term interest rate differential.

The metals sector performed poorly. Weakness in the Euro, a decline in the
Australian dollar to all time lows and producer and central bank selling sent
gold prices lower. Silver trading was volatile. China's silver exports have
been high due to poor domestic demand, adversely affecting prices.

Trading in the interest rate markets accounted for most of the Partnership's
trading losses for the quarter. Positions in Euro-bund futures, three-month
Euribor futures and U.S. 10-year notes were unprofitable.

July 1, 2001 to September 30, 2001

Trading in the interest rate sector was very successful as significant gains
were realized throughout the quarter on Euro dollar positions. These gains more
than offset losses on U.S. Treasury and Japanese 10-year bonds. Swiss franc
short term interest rate contract trading and short Sterling 500 positions
offset losses on long Gilt positions in September.

Metals trading was profitable throughout the quarter. Positions in aluminum,
copper, silver and nickel produced profits. Long gold positions were profitable
as investors flocked to gold for safety in the aftermath of the terrorist
attacks.

Stock index trading was also successful as the Partnership's various short
positions were profitable. Major indices in the world markets fell as corporate
earnings, in general, were poor and the global economic slump would worsen as a
result of the terrorist attacks.

Trading in the energy sector was moderately unsuccessful. The sector continued
to face downside pressure as in the prior months. Natural gas prices fell as the
heat wave in the Northeast dissipated. Oil prices sank, as traders feared the
attacks would not only cripple the airline industry (a major consumer of oil),
but would also trigger a global economic recession, cutting the demand for oil.

Agricultural trading was unprofitable during the quarter. Early gains from
coffee failed to outpace losses from corn and short wheat positions. Grain
prices rose in July on concerns that hot and dry weather would cause lower 2001
production. Soybeans fell on fears of larger than expected crop outputs. Cotton
fell to a 15-year low due to abundant crops. Cattle fell to a one year low on
demand concerns.

Trading in the currency markets was unprofitable. Losses were sustained from
Canadian dollar and Swiss franc positions early on. Short Japanese yen positions
were unprofitable in August. Long British pound positions were profitable in
September as the currency appreciated versus the U.S. dollar on concerns over
the negative economic implications from the September 11 terrorist attacks.

JANUARY 1, 2000 TO SEPTEMBER 30, 2000
- -------------------------------------
January 1, 2000 to March 31, 2000

Energy trading was profitable for the quarter due to long crude oil and unleaded
gas positions. Despite the possibility of OPEC increasing oil production by 5%,
crude oil prices continued to rise as such a hike would still leave oil
inventories at levels much below normal during the balance of the year. Prices
began to decline in mid-March as Iran backed down from its position on the point
of "no increase" and again later in the month as OPEC announced a production
increase of 1.716 million barrels per day offsetting some gains from the
previous two months.

Stock index trading was profitable for the quarter. During the month of January,
the Hang Seng Index found market conditions to be difficult. Stock index trading
returned in February and March with gains in positions in CAC 40 Euro futures,
DAX German Stock Index and long S&P 500 positions resulted in gains as investors
focused more on value stocks near the end of the quarter.

Metals trading alternated from profitable to unprofitable during the quarter.
In January, gains in aluminum positions outweighed losses in zinc and copper.
Losses in aluminum and gold positions outweighed gains in nickel positions
during February. In March, metals trading was slightly profitable as gains in
silver positions outweighed losses in zinc and copper.

                                       11
<Page>

Short Swiss franc and Euro positions launched the quarter with gains after
officials from the Group of Seven met and failed to express concern about the
low levels of the European currency, however the positions were unprofitable in
February offsetting gains in Japanese yen positions. Short Euro positions then
bounced back in March but were outweighed by losses in Japanese yen and British
pound positions.

Agriculture trading resulted in losses for the quarter. In January and February,
gains in sugar positions were outweighed by losses in corn positions. In March,
corn positions were profitable as prices rose, but were outweighed by
unprofitable soyoil and sugar positions. Corn prices fluctuated as changes in
weather forecasts occurred throughout the quarter.

Short Eurodollar trading was profitable as the currency continued to decline in
January. The European Union ministers blamed the currency's slide in January on
rapid U.S. growth and fears that the Federal Reserve will increase U.S. interest
rates. These profits were far outweighed by losses in the Japanese 10-year bond,
U.S. 10-year Treasury note positions and long U.S. Treasury positions as the
yield curve fluctuated widely during the quarter.

April 1, 2000 to June 30, 2000

Long natural gas positions proved to be profitable throughout the quarter;
however, crude oil faced whipsaw market conditions. Prices on crude oil declined
early in the quarter in the wake of OPEC's March decision to increase
production; however, prices later rose as the International Energy Agency
reported the need for additional OPEC oil to prevent a shortage in inventory. In
June, long positions of light crude oil resulted in profits despite OPEC's
agreement to raise the production ceiling effective July 1. Prices sustained
their levels because the market was looking for a larger production hike.

Agriculture trading was profitable in the quarter as sugar and live hog
positions outweighed losses from soybean trading. An exporter made the first
sale of U.S. pork to China under a 1999 bilateral agricultural agreement,
providing a new avenue of opportunity for U.S. pork producers. The mid-month
USDA grain crop report projected a 12% rise in soybean inventories from last
season. This resulted in fears of an abundance of supply and therefore, lower
prices for the commodity. Forecasts of reduced Brazilian exports and crop damage
in China and Pakistan combined with greater than expected demand from Russia,
resulted in gains for the Partnership's long sugar positions.

Currency trading proved profitable for the Partnership. Gains from short Euro
currency and long Swiss franc positions outweighed losses sustained in other
currencies. Despite the dramatic interest rate hikes by the Swiss National Bank
("SNB") and the weakness of the Euro, the SNB said it will not keep the Swiss
franc from rising. Short positions in the British pound and Canadian dollar
resulted in gains for the sector during May. The British pound was particularly
weak in the wake of the Bank of England's references to "sterling
overvaluation." The Euro rallied to U.S. $0.97 early in the month, but faced
profit-taking after news of some capital outflow from Euroland.

Stock index trading was unprofitable due to losses sustained in Nikkei 225 and
S&P 500 positions early in the quarter. Signs of rising inflation fueled fears
that the Federal Reserve will continue to raise interest rates aggressively to
slow the robust economy. However, the Nikkei 225 trading showed gains at the end
of the quarter as well as did the All Ordinaries Index as the Australian Index
finished higher in June.

In metals trading, short aluminum positions were profitable early in the quarter
as a refinery indicated that it will return to operation this year, adding
supply to the market. During the middle of the quarter, copper trading resulted
in losses for the sector. A Freeport, Indonesia mine announced output cuts would
not be as large as the Indonesian government had forecast, resulting in losses
for the Partnership's long positions. Losses continued through the quarter as
trading in both base and precious metals was unprofitable as losses were
sustained in gold and aluminum positions. As has been the ongoing pattern,


                                       12
<Page>

gold showed virtually no response to activities in the financial and equity
markets, including the surge in energy prices.

Interest rate trading results were unprofitable for the quarter. Early on losses
were incurred from U.S. Treasury bond and Euro 10-year bond trading. U.S. bond
yields fell during the month as investors shifted to Treasuries due to increased
volatility in the NASDAQ and other equity markets. The Euro traded higher during
May on reports that the European Central Bank may buy the currency to boost its
value, but finally trading was again unprofitable as losses were incurred in
Euro dollar and Japanese government bond positions. Short positions resulted in
losses as the Euro dollar improved after the European Central Bank's 50 basis
point repo rate hike.

July 1, 2000 to September 30, 2000

Metals trading was moderately profitable for the Partnership. Long copper
positions profited from reports that China increased production during the first
half of the year due to increased demand. The metals sector sustained losses in
mid quarter as nickel prices declined from slowing demand for stainless steel in
Europe and Asia. In September, higher copper prices resulting from strong demand
in Asia, particularly China, produced gains for long copper positions.

Trading in the energy sector was unprofitable during the quarter. Early on,
losses were sustained on long crude oil and natural gas positions. In August,
long light crude oil positions profited as the oil balance faced a significant
inventory deficit, shrinking oil production capacity, limited prospects for
material non-OPEC supply growth and OPEC's key countries' desire for a higher
average oil price. Crude oil faced whipsaw market conditions in September. It
reached new highs mid month on comments from Venezuela's oil minister that OPEC
would not likely change its production target before their November meeting.
However, President Clinton's September 22 authorization of a 30 million barrel
release of oil from the Strategic Petroleum Reserve sent prices lower at month
end.

Currency trading was not profitable for the quarter. Gains were realized on
short Japanese yen positions in July as the yen finished the month weaker
against the U.S. dollar in anticipation that the U.S. Federal Reserve would
continue to increase interest rates. By mid quarter losses were sustained in
the Euro positions as it fell to a record low despite stronger than expected
European financial data and the success of the German tax reform package.
Profits generated from long Euro positions late in September were not large
enough to offset earlier losses. European economic conditions remained
positive. Moderation in U.S. activity suggests no surprises on the upside in
the coming quarters, indicating potential strength in the Euro.

Interest rate trading incurred losses throughout the quarter. Trading in
Euro-Bund futures and Japanese 10 year bond positions was unprofitable.

Agricultural commodity trading resulted in losses for the quarter. Short wheat
trading was beneficial during July as drought warnings issued by the U.S.
National Weather Service in the early spring proved inaccurate. Sufficient rains
resulted in favorable growing conditions leading to dramatic price declines for
wheat. However, trading on sugar and live cattle positions was unprofitable in
September, erasing previous gains. Brazil, the world's largest sugar producer,
reduced output and the Asian post crisis recovery period has improved demand,
resulting in a supply/demand imbalance. Sugar prices rose late in August as a
result of a large quantity of Asian buying.

Stock index trading was not profitable during the quarter. CAC 40 Euro futures
and FTSE Financial Times Stock Index trading sustained losses early in the
quarter. This trend continued in August as losses were realized from Nikkei 225
and DAX German Stock Index trading. September was also unprofitable on S&P 500
positions as it finished the month lower as buyers retreated due to fears of an
economic slowdown in the U.S.

Cash Management

Prior to June 2000, the Partnership invested a portion of its assets in
Government Securities. Effective June 2000, the Partnership liquidated the
Government Securities held and now invests a portion of its assets in Commercial
Paper. These holdings generally have maturities of 30, 60 or 90 days and are
held to maturity. The investments in Commercial Paper are directed by MLIM AS
LLC. At September 30, 2001, the Partnership did not have an investment in
Commercial Paper.


                                       13
<Page>

                           PART II - OTHER INFORMATION

Item 1.         Legal Proceedings

                There are no pending legal proceedings to which the Partnership
                or MLIM AS LLC is a party.

Item 2.         Changes in Securities and Use of Proceeds

                (a) None.
                (b) None.
                (c) None.
                (d) The Partnership has units registered with an aggregate price
                of $462,114,000. Through September 30, 2001 the Partnership has
                sold units with an aggregate price of $164,506,495.

Item 3.         Defaults Upon Senior Securities

                None.

Item 4.         Submission of Matters to a Vote of Security Holders

                None.

Item 5.         Other Information

                Effective May 31, 2001, Merrill Lynch Investment Partners Inc.
                ("MLIP"), a Delaware corporation and General Partner of the
                Partnership, converted to a Delaware limited liability company.
                In connection with the conversion, MLIP's name was changed to
                MLIM Alternative Strategies LLC ("MLIM AS LLC"). This step was
                taken in connection with the ongoing reorganization of the
                various alternative investment groups under the Merrill Lynch
                Investment Managers umbrella. Effective August 14, 2001, Merrill
                Lynch Group, Inc. contributed all of the issued and outstanding
                shares of MLIM AS LLC to its affiliate Merrill Lynch Investment
                Managers in a tax free reorganization. The changes will
                have no impact on the Partnership's investors.

                All of the officers of MLIP continue in their former roles with
                MLIM AS LLC, except that also effective May 31, 2001, Ronald S.
                Rosenberg, formerly Chief Executive Officer of MLIP, became
                President of MLIM AS LLC and Fabio P. Savoldelli, formerly
                President of MLIP, became Chairman and Chief Executive Officer
                of MLIM AS LLC. In addition, each of the four directors of MLIP
                now serve on the board of managers of MLIM AS LLC.



Item 6.         Exhibits and Reports on Form 8-K.

                  (a)  Exhibits

                There are no exhibits required to be filed with this report.

                  (b)  REPORTS ON FORM 8-K

                There were no reports on Form 8-K filed during the first nine
months of fiscal 2001.


                                       14
<Page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                ML PRINCIPAL PROTECTION L.P.
                                ----------------------------
                                (formerly ML Principal Protection Plus L.P.)



                          By: MLIM ALTERNATIVE STRATEGIES LLC
                              (formerly Merrill Lynch Investment Partners, Inc.)
                              (General Partner)


Date:  November 15, 2001  By /s/ FABIO P. SAVOLDELLI
                              ----------------------
                              Fabio P. Savoldelli
                              Chairman, Chief Executive Officer and Manager




Date:  November 15, 2001  By /s/ MICHAEL L. PUNGELLO
                             -----------------------
                             Michael L. Pungello
                             Vice President, Chief Financial Officer
                             and Treasurer


                                       15