##### Table of Contents



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, 2009
 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
  COMMISSION FILE NO.: 1-7182-08
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    13-7139562
(I.R.S. Employer Identification No.)4 World Financial Center 
New York, New York
(Address of principal executive offices)
    
    10080(Zip Code)
   Title of each class
    
    Name of each exchange on which registered7.12% Trust Originated Preferred 
Securities (TOPrS)
(and the related guarantee)
    
    New York Stock Exchange
  MERRILL LYNCH PREFERRED FUNDING IV, L.P.
  COMMISSION FILE NO.: 1-7182-07
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    13-3982446
(I.R.S. Employer Identification No.)4 World Financial Center 
New York, New York
(Address of principal executive offices)
    
    10080
(Zip Code)
   Title of each class
    
    Name of each exchange on which registered7.12% Partnership Preferred Securities
(and the related guarantee)
    
    New York Stock Exchange
   Yes o No þ
 o þ
 þ o
 Yes o No o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o
 Yes o No þ




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TABLE OF CONTENTS  PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVED STAFF COMMENTSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. RESERVEDPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE and QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS and SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. DISCLOSURE CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS and EXECUTIVE OFFICERS of the REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP of CERTAIN BENEFICIAL OWNERS and MANAGEMENT and RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS and RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES and SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXExhibit 12Exhibit 23.1Exhibit 23.2Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2Exhibit 99.1    Table of Contents  
 PART I
 
 ITEM 1.
    
    BUSINESS
      
 ITEM 1A.
    
    RISK FACTORS




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ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
  
 ITEM 2.
    
    PROPERTIES
  
 ITEM 3.
    
    LEGAL PROCEEDINGS
  
 ITEM 4.
    
    RESERVED
 
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES




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ITEM 6.
    
    SELECTED FINANCIAL DATA
  
 ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
 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.
    
    DISCLOSURE CONTROLS AND PROCEDURES




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Report on Internal Control Over Financial Reporting
   
 ITEM 9B.
    
    OTHER INFORMATION
  
 PART III
 
 ITEM 10.
    
    DIRECTORS and EXECUTIVE OFFICERS of the REGISTRANT
  
 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




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ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES and SERVICES
 Pre-Approval
of Services Provided by the Independent Registered Public Accounting
Firm
    Fees Paid to the Independent Registered Public Accounting Firms
  2009
    
    
    2008Audit Fees(1)
    
    $
    15,000
    
    
    $
    12,200
 (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.




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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.




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INDEX TO FINANCIAL STATEMENTS
  FINANCIAL STATEMENTS
    
    PAGEMERRILL LYNCH PREFERRED CAPITAL TRUST IVBalance Sheets, December 31, 2009 and December 26, 2008
    
    
    F-2Statements of Earnings, Year Ended December 31, 2009,
December 26, 2008 and December 28, 2007
    
    
    F-3Statements of Changes in Stockholders Equity, Year Ended
December 31, 2009, December 26, 2008 and December 28, 2007
    
    
    F-4Statements of Cash Flows, Year Ended December 31, 2009,
December 26, 2008 and December 28, 2007
    
    
    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, 2009 and December 26, 2008
    
    
    F-11Statements of Earnings, Year Ended December 31, 2009,
December 26, 2008 and December 28, 2007
    
    
    F-12Statements of Changes in Partners Capital, Year Ended
December 31, 2009, December 26, 2008 and December 28, 2007
    
    
    F-13Statements of Cash Flows, Year Ended December 31, 2009,
December 26, 2008 December 28, 2007
    
    
    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, 2009
    
    
    December 26, 2008ASSETSInvestment in affiliate partnership preferred securities
    
    $
    412,372
    
    
    $
    412,372Interest receivable from affiliate
    
    
    
    
    
    
    7,341Total Assets
    
    $
    412,372
    
    
    $
    419,713LIABILITY AND STOCKHOLDERS EQUITYDistribution payable
    
    $
    
    
    
    $
    7,341Stockholders 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
    
    
    
    412,372Total Liability and Stockholders Equity
    
    $
    412,372
    
    
    $
    419,713
   F-2




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007EARNINGSInterest on affiliate partnership preferred securities
    
    $
    29,361
    
    
    $
    29,361
    
    
    $
    29,361
   F-3




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007PREFERRED 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
    )
    
    
    (22,020
    )
    
    
    (22,020
    )Distributions payable
    
    
    
    
    
    
    (7,341
    )
    
    
    (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, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    29,361
    
    
    $
    29,361
    
    
    $
    29,361Change in interest receivable from affiliate
    
    
    
    
    
    
    
    
    
    
    (7,341
    )Cash provided by operating activities
    
    
    29,361
    
    
    
    29,361
    
    
    
    22,020CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (22,020
    )Cash used for financing activities
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (22,020
    )NET CHANGE IN CASH
    
    
    
    
    
    
    
    
    
    
    CASH, BEGINNING OF PERIOD
    
    
    
    
    
    
    
    
    
    
    CASH, END OF PERIOD
    
    $
    
    
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:There were no distributions accrued at December 31, 2009 and
$7,341 of distributions accrued at both December 26, 2008
and December 28, 2007
   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
   For the Quarter EndedDec. 31,
    
    
    Sept. 30,
    
    
    June 30,
    
    
    Mar. 31,
    
    
    Dec. 26
    
    
    Sept. 26,
    
    
    June 27,
    
    
    Mar. 28,2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008Total 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, 2009
    
    
    December 26, 2008ASSETSInvestments:Affiliate debentures
    
    $
    480,292
    
    
    $
    480,292U.S. Government and agencies
    
    
    4,856
    
    
    
    4,855Total investments
    
    
    485,148
    
    
    
    485,147Interest receivable from affiliate
    
    
    
    
    
    
    8,549Total Assets
    
    $
    485,148
    
    
    $
    493,696LIABILITY AND PARTNERS CAPITALDistribution Payable
    
    $
    
    
    
    $
    8,550Partners capital:Limited partnership interest
    
    
    412,372
    
    
    
    412,372General partnership interest
    
    
    72,776
    
    
    
    72,774Total partners capital
    
    
    485,148
    
    
    
    485,146Total Liability and Partners Capital
    
    $
    485,148
    
    
    $
    493,696
   F-11




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007EARNINGSInterest income:Affiliate debentures
    
    $
    34,197
    
    
    $
    34,197
    
    
    $
    34,197U.S. Government and agencies
    
    
    16
    
    
    
    109
    
    
    
    235Earnings
    
    $
    34,213
    
    
    $
    34,306
    
    
    $
    34,432
   F-12




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007LIMITED 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
    )
    
    
    (22,020
    )
    
    
    (22,020
    )Distributions payable
    
    
    
    
    
    
    (7,341
    )
    
    
    (7,341
    )Balance, end of period
    
    
    412,372
    
    
    
    412,372
    
    
    
    412,372GENERAL PARTNERS CAPITALBalance, beginning of period
    
    
    72,774
    
    
    
    72,786
    
    
    
    72,795Net income allocated to general partner
    
    
    4,852
    
    
    
    4,945
    
    
    
    5,071Distributions
    
    
    (4,850
    )
    
    
    (3,748
    )
    
    
    (3,871
    )Distributions payable
    
    
    
    
    
    
    (1,209
    )
    
    
    (1,209
    )Balance, end of period
    
    
    72,776
    
    
    
    72,774
    
    
    
    72,786TOTAL PARTNERS CAPITAL
    
    $
    485,148
    
    
    $
    485,146
    
    
    $
    485,158
   F-13




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    34,213
    
    
    $
    34,306
    
    
    $
    34,432Accretion of interest on securities issued by
U.S. Government and agencies
    
    
    (16
    )
    
    
    (109
    )
    
    
    (235
    )Change in interest receivable from affiliate
    
    
    
    
    
    
    
    
    
    
    (8,549
    )Cash provided by operating activities
    
    
    34,197
    
    
    
    34,197
    
    
    
    25,648CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investment securities
    
    
    (9,704
    )
    
    
    (9,704
    )
    
    
    (9,703
    )Maturities of investment securities
    
    
    9,718
    
    
    
    9,825
    
    
    
    9,946Cash provided by investing activities
    
    
    14
    
    
    
    121
    
    
    
    243CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to limited partner
    
    
    (29,361
    )
    
    
    (29,361
    )
    
    
    (22,020
    )Distributions to general partner
    
    
    (4,850
    )
    
    
    (4,957
    )
    
    
    (3,871
    )Cash used for financing activities
    
    
    (34,211
    )
    
    
    (34,318
    )
    
    
    (25,891
    )NET CHANGE IN CASH
    
    
    
    
    
    
    
    
    
    
    CASH, BEGINNING OF PERIOD
    
    
    
    
    
    
    
    
    
    
    CASH, END OF PERIOD
    
    $
    
    
    
    $
    
    
    
    $
    SUPPLEMENTAL DISCLOSURE OF CASH FLOWS:There were no distributions accrued at December 31, 2009 and
$8,550 of distributions accrued at both December 26, 2008
and December 28, 2007
   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. 26,
    
    
    Sept. 26,
    
    
    June 27,
    
    
    Mar. 28,2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2008
    
    
    2008
    
    
    2008
    
    
    2008Total Revenues
    
    $
    8,552
    
    
    $
    8,552
    
    
    $
    8,554
    
    
    $
    8,555
    
    
    $
    8,565
    
    
    $
    8,573
    
    
    $
    8,581
    
    
    $
    8,587Earnings
    
    $
    8,552
    
    
    $
    8,552
    
    
    $
    8,554
    
    
    $
    8,555
    
    
    $
    8,565
    
    
    $
    8,573
    
    
    $
    8,581
    
    
    $
    8,587
  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.




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SIGNATURE
    
    TITLE/s/ THOMAS W. PERRY

(Thomas W. Perry)
    
    Chief Accounting Officer and
Controller
  SIGNATURE
    
    TITLE/s/ THOMAS K. MONTAG

(Thomas K. Montag)
    
    Chief Executive Officer
(Principal Executive Officer)/s/ ROBERT QUTUB

(Robert Qutub)
    
    Chief Financial Officer
(Principal Financial Officer)/s/ THOMAS W. PERRY

(Thomas W. Perry)
    
    Chief Accounting Officer and
Controller/s/ BRIAN T. MOYNIHAN

(Brian T. Moynihan)
    
    Chairman and Director/s/ NEIL A. COTTY

(Neil A. Cotty)
    
    Director/s/ SALLIE L. KRAWCHECK

(Sallie L. Krawcheck)
    
    Director/s/ BRUCE THOMPSON

(Bruce Thompson)
    
    Director




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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.23.2
    *
    
    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 year ended December 31, 2009.
 
 *
    
    Filed herewith