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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 MERRILL LYNCH PREFERRED CAPITAL TRUST IV
   Delaware
    
    13-7139562(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4 World Financial CenterNew York, New York
    
    10080(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registered7.12% Trust Originated Preferred
    
    New York Stock ExchangeSecurities (TOPrS)(and the related guarantee)
  MERRILL LYNCH PREFERRED FUNDING IV, L.P.
   Delaware
    
    13-3982446(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4 World Financial CenterNew York, New York
    
    10080(Address of principal executive offices)
    
    (Zip Code)
   Title of each class
    
    Name of each exchange on which registered7.12% Partnership Preferred Securities
    
    New York Stock Exchange(and the related guarantee)
  Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes o No o
 þ
   Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 o þ




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##### 



TABLE OF CONTENTS
 PART IITEM 1. BUSINESS
    
    
    3ITEM 1A. RISK FACTORS
    
    
    3ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    4ITEM 2. PROPERTIES
    
    
    4ITEM 3. LEGAL PROCEEDINGS
    
    
    4ITEM 4. REMOVED AND RESERVED
    
    
    4PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    4ITEM 6. SELECTED FINANCIAL DATA
    
    
    4ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    4ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    5ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    5ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    5ITEM 9A. CONTROLS AND PROCEDURES
    
    
    5ITEM 9B. OTHER INFORMATION
    
    
    6PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
    
    
    6ITEM 11. EXECUTIVE COMPENSATION
    
    
    6ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    6ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    6ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    6PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    8SIGNATURES
    
    
    9EXHIBIT INDEX
    
    
    11Exhibit 12Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1Exhibit 99.2
   2




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PART I
 
 ITEM 1.
    
    BUSINESS
       
 ITEM 1A.
    
    RISK FACTORS
    3




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    REMOVED AND RESERVED
 
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    
 ITEM 6.
    
    SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
   4




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ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
        5




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Report on Internal Control Over Financial Reporting
   
 ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Pre-Approval of Services Provided by the Independent Registered Public Accounting Firm
   6




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Fees Paid to the Independent Registered Public Accounting Firm
  2010
    
    
    2009Audit Fees(1)
    
    $
    15,000
    
    
    $
    15,000Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total fees
    
    $
    15,000
    
    
    $
    15,000
 (1)
    
    Audit Fees consisted of fees for the audits and reviews of the Trusts and
the Partnerships financial statements filed with the SEC on Forms 10-K and
10-Q.  7




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PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  1.
    
    Financial StatementsThe contents of the financial statements are listed on page
F-1, and the financial statements and accompanying
Reports of Independent Registered Public Accounting Firms
appear on pages F-2 through F-19.2.
    
    Financial Statement SchedulesNone.3.
    
    ExhibitsAn exhibit index has been filed as part of this report and is
incorporated herein by reference.
  8




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INDEX TO FINANCIAL STATEMENTS
  FINANCIAL STATEMENTS
    
    PAGEMERRILL LYNCH PREFERRED CAPITAL TRUST IVBalance Sheets, December 31, 2010 and December 31, 2009
    
    
    F-2Statements of Earnings, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-3Statements of Changes in Stockholders Equity, Year Ended
December 31, 2010, December 31, 2009 and December 26, 2008
    
    
    F-4Statements of Cash Flows, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-5Notes to Financial Statements
    
    
    F-6Reports of Independent Registered Public Accounting Firms
    
    
    F-8Supplemental Financial Information (Unaudited)
    
    
    F-10MERRILL LYNCH PREFERRED FUNDING IV, L.P.Balance Sheets, December 31, 2010 and December 31, 2009
    
    
    F-11Statements of Earnings, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-12Statements of Changes in Partners Capital, Year Ended
December 31, 2010, December 31, 2009 and December 26, 2008
    
    
    F-13Statements of Cash Flows, Year Ended December 31, 2010,
December 31, 2009 and December 26, 2008
    
    
    F-14Notes to Financial Statements
    
    
    F-15Reports of Independent Registered Public Accounting Firms
    
    
    F-17Supplemental Financial Information (Unaudited)
    
    
    F-19
  F-1




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December 31, 2010
    
    
    December 31, 2009ASSETSInvestment in affiliate partnership preferred securities
    
    $
    412,372
    
    
    $
    412,372Total Assets
    
    $
    412,372
    
    
    $
    412,372STOCKHOLDERS EQUITYStockholders equity:Preferred securities (7.12% Trust
Originated Preferred Securities;
16,000,000 authorized, issued, and
outstanding; $25 liquidation
amount per security)
    
    $
    400,000
    
    
    $
    400,000Common securities (7.12% Trust Common
Securities; 494,880 authorized,
issued, and outstanding;
$25 liquidation amount per security)
    
    
    12,372
    
    
    
    12,372Total Stockholders equity
    
    $
    412,372
    
    
    $
    412,372
   F-2




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008EARNINGSInterest on affiliate partnership preferred securities
    
    $
    29,361
    
    
    $
    29,361
    
    
    $
    29,361
   F-3




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008PREFERRED SECURITIESBalance, beginning and end of period
    
    $
    400,000
    
    
    $
    400,000
    
    
    $
    400,000COMMON SECURITIESBalance, beginning and end of period
    
    
    12,372
    
    
    
    12,372
    
    
    
    12,372UNDISTRIBUTED EARNINGSBalance, beginning of period
    
    
    
    
    
    
    
    
    
    
    Earnings
    
    
    29,361
    
    
    
    29,361
    
    
    
    29,361Distributions
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (22,020
    )Distributions payable
    
    
    
    
    
    
    
    
    
    
    (7,341
    )Balance, end of period
    
    
    
    
    
    
    
    
    
    
    Total Stockholders Equity
    
    $
    412,372
    
    
    $
    412,372
    
    
    $
    412,372
   F-4




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    29,361
    
    
    $
    29,361
    
    
    $
    29,361Cash provided by operating activities
    
    
    29,361
    
    
    
    29,361
    
    
    
    29,361CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (29,361
    )Cash used for financing activities
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (29,361
    )NET CHANGE IN CASH
    
    
    
    
    
    
    
    
    
    
    CASH, BEGINNING OF PERIOD
    
    
    
    
    
    
    
    
    
    
    CASH, END OF PERIOD
    
    $
    
    
    
    $
    
    
    
    $
    
     F-5




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F-6




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F-7




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   
  F-8




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      
  F-9




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SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
 Quarterly Information
  (dollars
in thousands)For the Quarter EndedDec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,
    
    
    Dec. 31
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Total Revenues
    
    $
    7,340
    
    
    $
    7,341
    
    
    $
    7,340
    
    
    $
    7,340
    
    
    $
    7,340
    
    
    $
    7,341
    
    
    $
    7,340
    
    
    $
    7,340Earnings
    
    $
    7,340
    
    
    $
    7,341
    
    
    $
    7,340
    
    
    $
    7,340
    
    
    $
    7,340
    
    
    $
    7,341
    
    
    $
    7,340
    
    
    $
    7,340
  F-10




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December 31, 2010
    
    
    December 31, 2009ASSETSInvestments:Affiliate debentures
    
    $
    480,292
    
    
    $
    480,292U.S. Government and agencies
    
    
    4,855
    
    
    
    4,856Total investments
    
    
    485,147
    
    
    
    485,148Total Assets
    
    $
    485,147
    
    
    $
    485,148PARTNERS CAPITALLimited partnership interest
    
    $
    412,372
    
    
    $
    412,372General partnership interest
    
    
    72,775
    
    
    
    72,776Total Partners Capital
    
    $
    485,147
    
    
    $
    485,148
   F-11




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008EARNINGSInterest income:Affiliate debentures
    
    $
    34,197
    
    
    $
    34,197
    
    
    $
    34,197U.S. Government and agencies
    
    
    9
    
    
    
    16
    
    
    
    109Earnings
    
    $
    34,206
    
    
    $
    34,213
    
    
    $
    34,306
   F-12




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008LIMITED PARTNERS CAPITALBalance, beginning of period
    
    $
    412,372
    
    
    $
    412,372
    
    
    $
    412,372Net income allocated to limited partner
    
    
    29,361
    
    
    
    29,361
    
    
    
    29,361Distributions
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (22,020
    )Distributions payable
    
    
    
    
    
    
    
    
    
    
    (7,341
    )Balance, end of period
    
    
    412,372
    
    
    
    412,372
    
    
    
    412,372GENERAL PARTNERS CAPITALBalance, beginning of period
    
    
    72,776
    
    
    
    72,774
    
    
    
    72,786Net income allocated to general partner
    
    
    4,845
    
    
    
    4,852
    
    
    
    4,945Distributions
    
    
    (4,846
    )
    
    
    (4,850
    )
    
    
    (3,748
    )Distributions payable
    
    
    
    
    
    
    
    
    
    
    (1,209
    )Balance, end of period
    
    
    72,775
    
    
    
    72,776
    
    
    
    72,774TOTAL PARTNERS CAPITAL
    
    $
    485,147
    
    
    $
    485,148
    
    
    $
    485,146
   F-13




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FOR THE YEAR ENDEDDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 26, 2008CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    34,206
    
    
    $
    34,213
    
    
    $
    34,306Accretion of interest on securities issued by
U.S. Government and agencies
    
    
    (9
    )
    
    
    (16
    )
    
    
    (109
    )Cash provided by operating activities
    
    
    34,197
    
    
    
    34,197
    
    
    
    34,197CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investment securities
    
    
    (9,704
    )
    
    
    (9,704
    )
    
    
    (9,704
    )Maturities of investment securities
    
    
    9,714
    
    
    
    9,718
    
    
    
    9,825Cash provided by investing activities
    
    
    10
    
    
    
    14
    
    
    
    121CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to limited partner
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (29,361
    )Distributions to general partner
    
    
    (4,846
    )
    
    
    (4,850
    )
    
    
    (4,957
    )Cash used for financing activities
    
    
    (34,207
    )
    
    
    (34,211
    )
    
    
    (34,318
    )NET CHANGE IN CASH
    
    
    
    
    
    
    
    
    
    
    CASH, BEGINNING OF PERIOD
    
    
    
    
    
    
    
    
    
    
    CASH, END OF PERIOD
    
    $
    
    
    
    $
    
    
    
    $
    
     F-14




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F-15




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F-16




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F-17




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F-18




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SUPPLEMENTAL FINANCIAL INFORMATION (UNAUDITED)
 Quarterly Information
  (dollars in thousands)For the Quarter EndedDec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,
    
    
    Dec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2009Total Revenues
    
    $
    8,552
    
    
    $
    8,551
    
    
    $
    8,551
    
    
    $
    8,552
    
    
    $
    8,552
    
    
    $
    8,552
    
    
    $
    8,554
    
    
    $
    8,555Earnings
    
    $
    8,552
    
    
    $
    8,551
    
    
    $
    8,551
    
    
    $
    8,552
    
    
    $
    8,552
    
    
    $
    8,552
    
    
    $
    8,554
    
    
    $
    8,555
  F-19




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MERRILL LYNCH PREFERRED CAPITAL TRUST IV*By:
    /s/ MARLENE DEBELName:
    Marlene DebelTitle:
    Regular Trustee 
 *
    
    There is no principal executive officer(s), principal financial officer, controller,
principal accounting officer or board of directors of the Registrants. The Trustees of the
Trust (which include the Regular Trustees, the Property Trustee and the Delaware Trustee)
together exercise all powers and perform all functions with respect to the Trust.  9




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SIGNATURE
    
    TITLE/s/ PETER D. TAUBE
    
    Chief Accounting Officer and Controller(Peter D. Taube)
  SIGNATURE
    
    TITLE/s/ THOMAS K. MONTAG
    
    Director and Chief Executive Officer(Thomas K. Montag)
    
    (Principal Executive Officer)/s/ ROBERT QUTUB
    
    Chief Financial Officer(Robert Qutub)
    
    (Principal Financial Officer)/s/ PETER D. TAUBE
    
    Chief Accounting Officer and Controller(Peter D. Taube)
    
    (Principal Accounting Officer)/s/ BRIAN T. MOYNIHAN
    
    Chairman and Director(Brian T. Moynihan)/s/ CHARLES H. NOSKI
    
    Director(Charles H. Noski)/s/ SALLIE L. KRAWCHECK
    
    Director(Sallie L. Krawcheck)/s/ BRUCE THOMPSON
    
    Director(Bruce Thompson)
  10




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4.1
    
    
    Certificate of Trust dated December 19, 1997, of the Trust (incorporated)
by reference to Exhibit 4.1 to the Trusts Quarterly Report on Form 10-Q
for the period ended June 26, 1998 (File No. 1-7182-08).4.2
    
    
    Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Exhibit 4.2 to Registration Statement
of Form S-3 (File No. 333-42859) (the Registration Statement)).4.3
    
    
    Certificate of Limited Partnership, dated as of December 19,
1997, of the Partnership (incorporated by reference to Exhibit 4.3
to the Partnerships Quarterly Report on Form 10-Q for the period ended
June 26, 1998 (File No. 1-7182-07)).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 Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.5 to the Registration Statement).4.6
    
    
    Form of Partnership Preferred Securities Guarantee Agreement
between the Company and The Bank of New York Mellon, as guarantee
trustee (incorporated by reference to Exhibit 4.6 to the Registration Statement).4.7
    
    
    Form of Subordinated Debenture Indenture between the Company
and The Bank of New York Mellon, as trustee (incorporated by
reference to Exhibit 4.7 to the Registration Statement on Form S-3 (No. 333-16603)).4.8
    
    
    Form of Affiliate Debenture Guarantee Agreement between the
Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.8 to the Registration Statement).4.9
    
    
    Form of Trust Preferred Security (included in Exhibit 4.2 above).4.10
    
    
    Form of Partnership Preferred Security (included in Exhibit 4.4 above).4.11
    
    
    Form of Subordinated Debenture (incorporated by reference to Exhibit 4.11 to the Registration Statement).12
    *
    
    Statement re: Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Securities Distributions (unaudited).23.1
    *
    
    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting firm of the Registrants.23.2
    *
    
    Consent of Deloitte & Touche LLP, Independent Registered Public Accounting firm.31.1
    *
    
    Rule 13a-14(a) Certification.31.2
    *
    
    Rule 13a-14(a) Certification.32.1
    *
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    *
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1
    *
    
    Excerpt of information under the headings Merrill Lynch Preferred Capital
Trust IV, Merrill Lynch Preferred Funding IV, L.P., Description of the
Trust Preferred Securities, Description of the Trust Guarantee, Description
of the Partnership Preferred Securities, and Description of the Partnership
Guarantee contained in the Prospectus dated June 16, 1998 of the Trust and the
Partnership.99.2
    *
    
    Excerpt of Merrill Lynch & Co., Inc. Annual Report on Form 10-K for the year ended December 31, 2010.
 
 *
    
    Filed herewith  11