10-Q 1 toprs2_2q03.txt TOPRS2 2Q03 6/27/03 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2003 MERRILL LYNCH PREFERRED CAPITAL TRUST II (Exact name of Registrant as specified in its certificate of trust) COMMISSION FILE NO.: 1-7182-04 Delaware 13-7108354 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4 World Financial Center New York, New York 10080 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 449-1000 MERRILL LYNCH PREFERRED FUNDING II, L.P. (Exact name of Registrant as specified in its certificate of limited partnership) COMMISSION FILE NO.: 1-7182-03 Delaware 13-3926165 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4 World Financial Center New York, New York 10080 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 449-1000 The Registrants meet the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and are therefore filing this form with the reduced disclosure format. Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of August 7, 2003 no voting stock was held by non-affiliates of the Registrants. ================================================================================ PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1. FINANCIAL STATEMENTS --------------------

MERRILL LYNCH PREFERRED CAPITAL TRUST II CONDENSED BALANCE SHEETS (unaudited) (dollars in thousands, except per security amounts) ----------------------------------------------------------------------------------------------------------------------- ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 DECEMBER 2827, ~~2001~~2002 -------------~~-----~~ ----------------- ASSETS Investment in partnership preferred securities $ 309,278 $ 309,278 Income receivable 6,~~186~~185 6,186 ---------- ---------- Total Assets $ 315,~~464~~463 $ 315,464 ========== ========== LIABILITY AND STOCKHOLDERS' EQUITY Distributions payable $ 6,~~186~~185 $ 6,186 ---------- ---------- Stockholders' equity: Preferred securities (8% Trust Originated Preferred Securities; 12,000,000 authorized, issued, and outstanding; $25 liquidation amount per security) 300,000 300,000 Common securities (8% Trust Common Securities; 371,136 authorized, issued, and outstanding; $25 liquidation amount per security) 9,278 9,278 ---------- ---------- Total Stockholders' equity 309,278 309,278 ---------- ---------- Total Liability and Stockholders' Equity $ 315,~~464~~463 $ 315,464 ========== ==========

See Note to Condensed Financial Statements 2

MERRILL LYNCH PREFERRED CAPITAL TRUST II CONDENSED STATEMENTS OF EARNINGS (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------------------ FOR THE THREE MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ EARNINGS Income on partnership preferred securities $ 6,~~186~~185 $ 6,~~186~~185 ========= ========= FOR THE ~~NINE~~SIX MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ EARNINGS Income on partnership preferred securities $ 1812,~~557~~371 $ 1812,~~557~~371 ========= =========

See Note to Condensed Financial Statements 3

MERRILL LYNCH PREFERRED CAPITAL TRUST II CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------- FOR THE ~~NINE~~SIX MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ PREFERRED SECURITIES Balance, beginning and end of period $ 300,000 $ 300,000 ---------- ---------- COMMON SECURITIES Balance, beginning and end of period 9,278 9,278 ---------- ---------- UNDISTRIBUTED EARNINGS Balance, beginning of period - - Earnings 1812,~~557~~371 1812,~~557~~371 Distributions (126,~~371~~186) (126,~~371~~185) Distributions payable (6,~~186~~185) (6,186) ---------- ---------- Balance, end of period - - ---------- ---------- Total Stockholders' Equity $ 309,278 $ 309,278 ========== ==========

See Note to Condensed Financial Statements 4

MERRILL LYNCH PREFERRED CAPITAL TRUST II CONDENSED STATEMENTS OF CASH FLOWS (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------------------------- FOR THE ~~NINE~~SIX MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ CASH FLOWS FROM OPERATING ACTIVITIES: Earnings $ 1812,~~557~~371 $ 1812,~~557~~371 ~~Increase in income receivable~~ - - --------- --------- Cash provided by operating activities 1812,~~557~~371 1812,~~557~~371 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions (1812,~~557~~371) (1812,~~557~~371) --------- --------- Cash used for financing activities (1812,~~557~~371) (1812,~~557~~371) --------- --------- NET CHANGE IN CASH - - CASH, BEGINNING OF PERIOD - - --------- --------- CASH, END OF PERIOD $ - $ - ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: Preferred and common distributions of $6,000 and $~~186~~185, respectively, were accrued at ~~September~~June 27, ~~2002 and September 28, 2001~~2003.

See Note to Condensed Financial Statements 5 MERRILL LYNCH PREFERRED CAPITAL TRUST II NOTE TO FINANCIAL STATEMENTS (unaudited) JUNE 27, 2003 ------------------------------------------------------------------------------- BASIS OF PRESENTATION These unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K of Merrill Lynch Preferred Capital Trust II (the "Trust") for the year ended December 27, 2002. The December 27, 2002 balance sheet information was derived from the audited financial statements. The interim financial statements for the three- and six-month periods are unaudited; however, in the opinion of the Regular Trustee of the Trust, all adjustments, consisting only of normal recurring accruals necessary for a fair statement of the results of operations, have been included. 6

MERRILL LYNCH PREFERRED FUNDING II, L.P. BALANCE SHEETS (unaudited) (dollars in thousands) ---------------------------------------------------------------------------------------------------------------- ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 DECEMBER 2827, ~~2001~~2002 -------------~~-----~~ ----------------- ASSETS Cash $ 1- $ 1 ----------- ----------- Investments: Affiliate debentures 360,218 360,218 U.S. Treasury bills 3,~~643~~653 3,~~743~~658 ---------- ---------- Total investments 363,~~861~~871 363,~~961~~876 Income receivable 7,204 7,204 ---------- ---------- Total Assets $ 371,~~066~~075 $ 371,~~166~~081 ========== ========== LIABILITY AND PARTNERS' CAPITAL Distributions payable $ 7,204 $ 7,204 ---------- ---------- Partners' capital: Limited partnership interest 309,278 309,278 General partnership interest 54,~~584~~593 54,~~684~~599 ---------- ---------- Total partners' capital 363,~~862~~871 363,~~962~~877 ---------- ---------- Total Liability and Partners' Capital $ 371,~~066~~075 $ 371,~~166~~081 ========== ==========

See Note to Condensed Financial Statements 7

MERRILL LYNCH PREFERRED FUNDING II, L.P. CONDENSED STATEMENTS OF EARNINGS (unaudited) (dollars in thousands) ----------------------------------------------------------------------------------------------- FOR THE THREE MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ EARNINGS Interest income: Affiliate debentures $ 7,204 $ 7,204 U.S. Treasury bills 1611 3817 ---------- ---------- Earnings $ 7,~~220~~215 $ 7,~~242~~221 ========== ========== FOR THE ~~NINE~~SIX MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ EARNINGS Interest income: Affiliate debentures $ 2114,~~613~~408 $ 2114,~~613~~409 U.S. Treasury bills 6525 ~~136~~48 ---------- ---------- Earnings $ 2114,~~678~~433 $ 2114,~~749~~457 ========== ==========

See Note to Condensed Financial Statements 8

MERRILL LYNCH PREFERRED FUNDING II, L.P. CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------ FOR THE ~~NINE~~SIX MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ LIMITED PARTNER'S CAPITAL Balance, beginning of period $ 309,278 $ 309,278 Net income allocated to limited partner 1812,~~557~~371 1812,~~557~~371 Distributions (126,~~371~~186) (126,~~371~~186) Distributions payable (6,~~186~~185) (6,~~186~~185) ---------- ---------- Balance, end of period 309,278 309,278 ---------- ---------- GENERAL PARTNER'S CAPITAL Balance, beginning of period 54,~~684~~599 54,~~624~~684 Net income allocated to general partner 32,~~121~~062 32,~~192~~087 Distributions (21,~~202~~049) (21,~~151~~150) Distributions payable (1,019) (1,~~018~~019) ---------- ---------- Balance, end of period 54,~~584~~593 54,~~647~~602 ---------- ---------- TOTAL PARTNERS' CAPITAL $ 363,~~862~~871 $ 363,~~925~~880 ========== ==========

See Note to Condensed Financial Statements 9

MERRILL LYNCH PREFERRED FUNDING II, L.P. STATEMENTS OF CASH FLOWS (unaudited) (dollars in thousands) ------------------------------------------------------------------------------------------------------------------- FOR THE ~~NINE~~SIX MONTHS ENDED -----------------------------------~~----~~ ~~SEPTEMBER~~JUNE 27, ~~2002~~2003 ~~SEPTEMBER~~JUNE 28, ~~2001~~2002 -------------~~-----~~ -------------~~-----~~ CASH FLOWS FROM OPERATING ACTIVITIES: Earnings $ 2114,~~678~~433 $ 2114,~~749~~457 Accretion of U.S. Treasury bills (6525) (~~136~~48) ~~Increase in income receivable~~ - - --------- --------- Cash provided by operating activities 2114,~~613~~408 2114,~~613~~409 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities (73,~~277~~639) (3,~~638~~639) Maturities of investment securities 73,~~442~~669 3,~~751~~770 --------- --------- Cash provided by ~~investing~~financing activities ~~165~~30 ~~113~~131 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to limited partner (1812,~~557~~371) (1812,~~557~~371) Distributions to general partner (32,~~221~~068) (32,169) --------- --------- Cash used for financing activities (2114,~~778~~439) (2114,~~726~~540) --------- --------- NET CHANGE IN CASH -(1) - CASH, BEGINNING OF PERIOD 1 1 --------- --------- CASH, END OF PERIOD $ 1- $ 1 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOWS: Distributions of $7,204 were accrued at ~~September~~June 27, ~~2002 and September 28, 2001~~2003.

See Note to Condensed Financial Statements 10 MERRILL LYNCH PREFERRED FUNDING II, L.P. NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited) JUNE 27, 2003 -------------------------------------------------------------------------------- BASIS OF PRESENTATION These unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Annual Report on Form 10-K of Merrill Lynch Preferred Funding II, L.P. (the "Partnership") for the year ended December 27, 2002. The December 27, 2002 balance sheet information was derived from the audited financial statements. The interim financial statements for the three- and six-month periods are unaudited; however, in the opinion of the General Partner of the Partnership, all adjustments, consisting only of normal recurring accruals necessary for a fair statement of the results of operations, have been included. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS No disclosure is required for this Item pursuant to General Instruction H of Form 10-Q. There are no material changes in the amount of revenue and expense items between the most recent fiscal year-to-date period presented and the corresponding year-to-date period in the preceding fiscal year. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK No disclosure is required for this Item pursuant to General Instruction H of Form 10-Q. ITEM 4. CONTROLS AND PROCEDURES The person who functions as the equivalent of the chief executive officer and chief financial officer of the Trust and the Partnership has evaluated the effectiveness of the Trust's and the Partnership's disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on this evaluation, the person who functions as the equivalent of the chief executive officer and chief financial officer of the Trust and the Partnership has concluded that the Trust's and the Partnership's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective. There have been no significant changes in the Trust's and the Partnership's internal control over financial reporting that occurred during the period covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Trust's or the Partnership's internal control over financial reporting. 12 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 12 Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Securities Distributions. 31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None. 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized. MERRILL LYNCH PREFERRED CAPITAL TRUST II* By: /s/ AHMASS L. FAKAHANY --------------------------------------------- Name: Ahmass L. Fakahany Title: Regular Trustee MERRILL LYNCH PREFERRED FUNDING II, L.P.* By: MERRILL LYNCH & CO., INC., as General Partner By: /s/ AHMASS L. FAKAHANY --------------------------------------------- Name: Ahmass L. Fakahany Title: Executive Vice President and Chief Financial Officer August 7, 2003 -------------- * 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 Trustee, the Property Trustee and the Delaware Trustee) together exercise all powers and perform all functions with respect to the Trust. 14 INDEX TO EXHIBITS EXHIBITS 12 Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Securities Distributions. 31 Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 15

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