##### 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 V
  COMMISSION
FILE NO.: 1-7182-10
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    13-7140866
(I.R.S. Employer Identification No.)4 World Financial CenterNew York, New York
(Address of principal executive offices)
    
    10080
(Zip Code)
   Title of each class
    
    Name of each exchange on which registered7.28% Trust Originated Preferred 
Securities (TOPrS)
(and the related guarantee)
    
    New York Stock Exchange
  MERRILL LYNCH PREFERRED FUNDING V, L.P.
  COMMISSION
FILE NO.: 1-7182-09
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    13-3983474
(I.R.S. Employer Identification No.)4 World Financial CenterNew York, New York
(Address of principal executive offices)
    
    10080
(Zip Code)
   Title of each class
    
    Name of each exchange on which registered7.28% 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 VBalance 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 V, 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
    
    $
    876,300
    
    
    $
    876,300Interest receivable from affiliate
    
    
    
    
    
    
    15,949Total Assets
    
    $
    876,300
    
    
    $
    892,249LIABILITY AND STOCKHOLDERS EQUITYDistribution payable
    
    $
    
    
    
    $
    15,949Stockholders equity:Preferred securities (7.28% Trust
Originated Preferred Securities;
34,000,000 authorized, issued, and
outstanding; $25 liquidation
amount per security)
    
    
    850,000
    
    
    
    850,000Common securities (7.28% Trust Common
Securities; 1,052,000 authorized,
issued, and outstanding;
$25 liquidation amount per security)
    
    
    26,300
    
    
    
    26,300Total Stockholders Equity
    
    
    876,300
    
    
    
    876,300Total Liability and Stockholders Equity
    
    $
    876,300
    
    
    $
    892,249
   F-2




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007EARNINGSInterest on affiliate partnership preferred securities
    
    $
    63,795
    
    
    $
    63,795
    
    
    $
    63,795
   F-3




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007PREFERRED SECURITIESBalance, beginning and end of period
    
    $
    850,000
    
    
    $
    850,000
    
    
    $
    850,000COMMON SECURITIESBalance, beginning and end of period
    
    
    26,300
    
    
    
    26,300
    
    
    
    26,300UNDISTRIBUTED EARNINGSBalance, beginning of period
    
    
    
    
    
    
    
    
    
    
    Earnings
    
    
    63,795
    
    
    
    63,795
    
    
    
    63,795Distributions
    
    
    (63,795
    )
    
    
    (47,846
    )
    
    
    (47,846
    )Distributions payable
    
    
    
    
    
    
    (15,949
    )
    
    
    (15,949
    )Balance, end of period
    
    
    
    
    
    
    
    
    
    
    Total Stockholders Equity
    
    $
    876,300
    
    
    $
    876,300
    
    
    $
    876,300
   F-4




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    63,795
    
    
    $
    63,795
    
    
    $
    63,795Change in interest receivable from affiliate
    
    
    
    
    
    
    
    
    
    
    (15,949
    )Cash provided by operating activities
    
    
    63,795
    
    
    
    63,795
    
    
    
    47,846CASH FLOWS FROM FINANCING ACTIVITIES:Distributions
    
    
    (63,795
    )
    
    
    (63,795
    )
    
    
    (47,846
    )Cash used for financing activities
    
    
    (63,795
    )
    
    
    (63,795
    )
    
    
    (47,846
    )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 $15,949 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
    
    $
    15,949
    
    
    $
    15,949
    
    
    $
    15,948
    
    
    $
    15,949
    
    
    $
    15,949
    
    
    $
    15,949
    
    
    $
    15,948
    
    
    $
    15,949Earnings
    
    $
    15,949
    
    
    $
    15,949
    
    
    $
    15,948
    
    
    $
    15,949
    
    
    $
    15,949
    
    
    $
    15,949
    
    
    $
    15,948
    
    
    $
    15,949
  F-10




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December 31, 2009
    
    
    December 26, 2008ASSETSInvestments:Affiliate debentures
    
    $
    1,020,640
    
    
    $
    1,020,640U.S. Government and agencies
    
    
    10,318
    
    
    
    10,314Total investments
    
    
    1,030,958
    
    
    
    1,030,954Interest receivable from affiliate
    
    
    
    
    
    
    18,576Total Assets
    
    $
    1,030,958
    
    
    $
    1,049,530LIABILITY AND PARTNERS CAPITALDistribution Payable
    
    $
    
    
    
    $
    18,576Partners capital:Limited partnership interest
    
    
    876,300
    
    
    
    876,300General partnership interest
    
    
    154,658
    
    
    
    154,654Total partners capital
    
    
    1,030,958
    
    
    
    1,030,954Total Liability and Partners Capital
    
    $
    1,030,958
    
    
    $
    1,049,530
   F-11




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007EARNINGSInterest income:Affiliate debentures
    
    $
    74,303
    
    
    $
    74,303
    
    
    $
    74,303U.S. Government and agencies
    
    
    34
    
    
    
    232
    
    
    
    500Earnings
    
    $
    74,337
    
    
    $
    74,535
    
    
    $
    74,803
   F-12




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007LIMITED PARTNERS CAPITALBalance, beginning of period
    
    $
    876,300
    
    
    $
    876,300
    
    
    $
    876,300Net income allocated to limited partner
    
    
    63,795
    
    
    
    63,795
    
    
    
    63,795Distributions
    
    
    (63,795
    )
    
    
    (47,846
    )
    
    
    (47,846
    )Distributions payable
    
    
    
    
    
    
    (15,949
    )
    
    
    (15,949
    )Balance, end of period
    
    
    876,300
    
    
    
    876,300
    
    
    
    876,300GENERAL PARTNERS CAPITALBalance, beginning of period
    
    
    154,654
    
    
    
    154,680
    
    
    
    154,700Net income allocated to general partner
    
    
    10,542
    
    
    
    10,740
    
    
    
    11,008Distributions
    
    
    (10,538
    )
    
    
    (8,139
    )
    
    
    (8,401
    )Distributions payable
    
    
    
    
    
    
    (2,627
    )
    
    
    (2,627
    )Balance, end of period
    
    
    154,658
    
    
    
    154,654
    
    
    
    154,680TOTAL PARTNERS CAPITAL
    
    $
    1,030,958
    
    
    $
    1,030,954
    
    
    $
    1,030,980
   F-13




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FOR THE YEAR ENDEDDecember 31, 2009
    
    
    December 26, 2008
    
    
    December 28, 2007CASH FLOWS FROM OPERATING ACTIVITIES:Earnings
    
    $
    74,337
    
    
    $
    74,535
    
    
    $
    74,803Accretion of interest on securities issued by
U.S. Government and agencies
    
    
    (34
    )
    
    
    (232
    )
    
    
    (500
    )Change in interest receivable from affiliates
    
    
    
    
    
    
    
    
    
    
    (18,576
    )Cash provided by operating activities
    
    
    74,303
    
    
    
    74,303
    
    
    
    55,727CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of investment securities
    
    
    (20,619
    )
    
    
    (20,619
    )
    
    
    (20,619
    )Maturities of investment securities
    
    
    20,649
    
    
    
    20,877
    
    
    
    21,139Cash provided by investing activities
    
    
    30
    
    
    
    258
    
    
    
    520CASH FLOWS FROM FINANCING ACTIVITIES:Distributions to limited partner
    
    
    (63,795
    )
    
    
    (63,795
    )
    
    
    (47,846
    )Distributions to general partner
    
    
    (10,538
    )
    
    
    (10,766
    )
    
    
    (8,401
    )Cash used for financing activities
    
    
    (74,333
    )
    
    
    (74,561
    )
    
    
    (56,247
    )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 $18,576 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
   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
    
    $
    18,582
    
    
    $
    18,582
    
    
    $
    18,584
    
    
    $
    18,589
    
    
    $
    18,610
    
    
    $
    18,625
    
    
    $
    18,643
    
    
    $
    18,657Earnings
    
    $
    18,582
    
    
    $
    18,582
    
    
    $
    18,584
    
    
    $
    18,589
    
    
    $
    18,610
    
    
    $
    18,625
    
    
    $
    18,643
    
    
    $
    18,657
  F-19




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MERRILL LYNCH PREFERRED CAPITAL TRUST V*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 January 8, 1998, 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. 333-44173-04)).4.2
    
    
    Form of Amended and Restated Declaration of Trust of the Trust
(incorporated by reference to Exhibit 4.2 to Registration
Statement of Form S-3 (File No. 333-42859) (the Registration
Statement)).4.3
    
    
    Certificate of Limited Partnership, dated as of January 8,
1998, of the Partnership (incorporated by reference to Exhibit 4.2
to the Partnerships Quarterly Report on Form 10-Q for the period ended
June 26, 1998 (File No. 333-44173-03)).4.4
    
    
    Form of Amended and Restated Agreement of Limited Partnership
of the Partnership (incorporated by reference to Exhibit 4.4 of
the Registration Statement).4.5
    
    
    Form of Trust Preferred Securities Guarantee Agreement between
the Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.5 to the Registration
Statement).4.6
    
    
    Form of Partnership Preferred Securities Guarantee Agreement
between the Company and The Bank of New York Mellon, as guarantee
trustee (incorporated by reference to Exhibit 4.6 to the
Registration Statement).4.7
    
    
    Form of Subordinated Debenture Indenture between the Company
and The Bank of New York Mellon, as trustee (incorporated by
reference to Exhibit 4.7 to the Registration Statement on Form S-3
(No. 333-16603)).4.8
    
    
    Form of Affiliate Debenture Guarantee Agreement between the
Company and The Bank of New York Mellon, as guarantee trustee
(incorporated by reference to Exhibit 4.8 to the Registration
Statement).4.9
    
    
    Form of Trust Preferred Security (included in Exhibit 4.2 above).4.10
    
    
    Form of Partnership Preferred Security (included in Exhibit 4.4 above).4.11
    
    
    Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.11 to the Registration Statement).12
    *
    
    Statement re: Computation of Ratios of Earnings to Combined
Fixed Charges and Preferred Securities Distributions (unaudited).23.1
    *
    
    Consent of PricewaterhouseCoopers LLP.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