UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended March 31, 2012



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

For the transition period from to

COMMISSION FILE NO.: 1-7182-10

MERRILL LYNCH PREFERRED CAPITAL TRUST V

(Exact name of Registrant as specified in its certificate of trust)



Delaware (State or other jurisdiction of incorporation or organization)		13-7140866 (I.R.S. Employer Identification No.)



4 World Financial Center New York, New York (Address of principal executive offices)		10080 (Zip Code)

Registrant’s telephone number, including area code: (212) 449-1000

COMMISSION FILE NO.: 1-7182-09

MERRILL LYNCH PREFERRED FUNDING V, L.P.

(Exact name of Registrant as specified in its certificate of limited partnership)



Delaware (State or other jurisdiction of incorporation or organization)		13-3983474 (I.R.S. Employer Identification No.)



4 World Financial Center New York, New York (Address of principal executive offices)		10080 (Zip Code)

Registrant’s telephone number, including area code: (212) 449-1000

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 requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the Registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit and post such files). Yes þ No o

Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The Registrants meet the conditions set forth in General Instruction H (1) (a) and (b) of Form 10-Q and are therefore filing this Quarterly Report on Form 10-Q (the "Report") with a reduced disclosure format.

TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)	3

CONDENSED BALANCE SHEETS (Unaudited)	3

CONDENSED STATEMENTS OF EARNINGS (Unaudited)	3

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)	3

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)	3

NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)	3

CONDENSED BALANCE SHEETS (Unaudited)	3

CONDENSED STATEMENTS OF EARNINGS (Unaudited)	3

CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (Unaudited)	3

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)	3

NOTE TO CONDENSED FINANCIAL STATEMENTS (Unaudited)	3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4

ITEM 4. CONTROLS AND PROCEDURES	4

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS	5

ITEM 6. EXHIBITS	5

SIGNATURES	6

INDEX TO EXHIBITS	7

Exhibit 12
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101

PART I - FINANCIAL INFORMATION



ITEM 1.		FINANCIAL STATEMENTS (Unaudited)

MERRILL LYNCH PREFERRED CAPITAL TRUST V

CONDENSED BALANCE SHEETS (unaudited)

(dollars in thousands, except per security amounts)



	March 31, 2012		December 31, 2011
ASSETS
Investment in affiliate partnership preferred securities	$	876,300	$	876,300
Total Assets	$	876,300	$	876,300

STOCKHOLDERS’ EQUITY

Preferred securities (7.28% Trust Originated Preferred Securities; 34,000,000 authorized, issued, and outstanding; $25 liquidation amount per security)	$	850,000	$	850,000
Common securities (7.28% Trust Common Securities; 1,052,000 authorized, issued, and outstanding; $25 liquidation amount per security)	26,300		26,300
Total Stockholders’ Equity	$	876,300	$	876,300

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST V

CONDENSED STATEMENTS OF EARNINGS (unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	March 31, 2012		March 31, 2011
EARNINGS
Interest on affiliate partnership preferred securities	$	15,949	$	15,949

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST V

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	March 31, 2012			March 31, 2011

PREFERRED SECURITIES
Balance, beginning and end of period	$	850,000		$	850,000

COMMON SECURITIES
Balance, beginning and end of period	26,300			26,300

UNDISTRIBUTED EARNINGS
Balance, beginning of period	—			—
Earnings	15,949			15,949
Distributions	(15,949		)	(15,949		)
Balance, end of period	—			—
Total Stockholders’ Equity	$	876,300		$	876,300

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST V

CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	March 31, 2012			March 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings	$	15,949		$	15,949
Cash provided by operating activities	15,949			15,949

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions	(15,949		)	(15,949		)
Cash used for financing activities	(15,949		)	(15,949		)

NET CHANGE IN CASH	—			—
CASH, BEGINNING OF PERIOD	—			—
CASH, END OF PERIOD	$	—		$	—

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED CAPITAL TRUST V

NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)

March 31, 2012

Merrill Lynch Preferred Capital Trust V (the “Trust”) is a statutory business trust formed under the Delaware Business Trust Act, as amended. Merrill Lynch & Co., Inc. (the “Company”) is the sole owner of the Trust common securities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For a complete discussion of significant accounting policies, refer to the audited financial statements included in the Trust's Annual Report on Form 10-K for the year ended December 31, 2011.

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 the Trust for the year ended December 31, 2011. The interim condensed financial statements for the three month periods are unaudited; however, all adjustments necessary for a fair presentation of the condensed financial statements have been included.

INVESTMENTS

The Trust's investment in Merrill Lynch Preferred Funding V, L.P. (the "Partnership") Preferred Securities represents a limited partnership interest in the Partnership and is recorded at cost. Income on the Partnership Preferred Securities is accrued when earned.

MERRILL LYNCH PREFERRED FUNDING V, L.P.

CONDENSED BALANCE SHEETS (unaudited)

(dollars in thousands)



	March 31, 2012		December 31, 2011

ASSETS

Investments:
Affiliate debentures	$	1,020,640	$	1,020,640
U.S. Government and agencies	10,314		10,312
Total investments	1,030,954		1,030,952
Total Assets	$	1,030,954	$	1,030,952

PARTNERS’ CAPITAL

Limited partnership interest	$	876,300	$	876,300
General partnership interest	154,654		154,652
Total Partners’ Capital	$	1,030,954	$	1,030,952

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING V, L.P.

CONDENSED STATEMENTS OF EARNINGS (unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	March 31, 2012		March 31, 2011

EARNINGS
Interest income:
Affiliate debentures	$	18,576	$	18,576
U.S. Government and agencies	2		6
Earnings	$	18,578	$	18,582

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING V, L.P.

CONDENSED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	March 31, 2012			March 31, 2011

LIMITED PARTNER’S CAPITAL
Balance, beginning of period	$	876,300		$	876,300
Earnings allocated to limited partner	15,949			15,949
Distributions	(15,949		)	(15,949		)
Balance, end of period	876,300			876,300

GENERAL PARTNER’S CAPITAL
Balance, beginning of period	154,652			154,656
Earnings allocated to general partner	2,629			2,633
Distributions	(2,627		)	(2,627		)
Balance, end of period	154,654			154,662
TOTAL PARTNERS’ CAPITAL	$	1,030,954		$	1,030,962

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING V, L.P.

CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

(dollars in thousands)



	FOR THE THREE MONTHS ENDED
	March 31, 2012			March 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Earnings	$	18,578		$	18,582
Accretion of interest on securities issued by U.S. Government and agencies	(2		)	(6		)
Cash provided by operating activities	18,576			18,576

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities	—			—
Maturities of investment securities	—			—
Cash provided by investing activities	—			—

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to limited partner	(15,949		)	(15,949		)
Distributions to general partner	(2,627		)	(2,627		)
Cash used for financing activities	(18,576		)	(18,576		)

NET CHANGE IN CASH	—			—

CASH, BEGINNING OF PERIOD	—			—
CASH, END OF PERIOD	$	—		$	—

See Note to Condensed Financial Statements

MERRILL LYNCH PREFERRED FUNDING V, L.P.

NOTE TO CONDENSED FINANCIAL STATEMENTS (unaudited)

March 31, 2012

Merrill Lynch Preferred Funding V, L.P. (the “Partnership”) is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, as amended. Merrill Lynch & Co. Inc. (the “Company”) is the sole general partner of the Partnership.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For a complete discussion of significant accounting policies, refer to the audited financial statements included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.

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 the Partnership for the year ended December 31, 2011. The interim condensed financial statements for the three month periods are unaudited; however, all adjustments necessary for a fair presentation of the condensed financial statements have been included.

INVESTMENTS

The Partnership’s investment in affiliate debentures is recorded at cost. Its investment in U.S. Government and agency securities is recorded at accreted cost and matures within one year. At March 31, 2012, the estimated fair value of the investment in affiliate debentures was approximately $1.1 billion, which is classified as Level 2 in the fair value hierarchy per Accounting Standards Codification 820, Fair Value Measurement and Disclosures. This fair value was estimated based on current market interest rates and credit spreads for the Company's debt with similar terms and maturities. At March 31, 2012, the fair value of the investment in U.S. Government and agency securities approximated its carrying value.



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 were no material changes in the amount of revenue and expense items between the most recent calendar year-to-date period presented and the corresponding period in the preceding year.



ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES 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 Trust

The person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Trust has evaluated the effectiveness of the Trust's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this Form 10-Q. Based on that evaluation, the person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Trust has concluded that the Trust's disclosure controls and procedures are effective as of the end of the period covered by this report, in recording, processing, summarizing and reporting information required to be disclosed by the Trust in reports that it files or submits under the Exchange Act, within the time periods specified in the Securities and Exchange Commission's ("SEC") rules and forms.

In addition, no change in the Trust's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the three months ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

The Partnership

The person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Partnership has evaluated the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Based on that evaluation, the person who functions as the equivalent of the Chief Executive Officer and the Chief Financial Officer of the Partnership has concluded that the Partnership's disclosure controls and procedures are effective as of the end of the period covered by this report, in recording, processing, summarizing and reporting information required to be disclosed by the Partnership in reports that it files or submits under the Exchange Act, within the time periods specified in the SEC's rules and forms.

In addition, no change in the Partnership's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the three months ended March 31, 2012 that has materially affected, or is reasonably likely to materially affect, the Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION



ITEM 1A.		RISK FACTORS

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Trust's and the Partnership's Annual Report on Form 10-K for the year ended December 31, 2011.



ITEM 6.		EXHIBITS

An exhibit index has been filed as part of this Report and is incorporated herein by reference.

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 V*
By:	/s/ ANGELA C. JONES
	Name:	Angela C. Jones
	Title:	Regular Trustee




MERRILL LYNCH PREFERRED FUNDING V, L.P.
By: MERRILL LYNCH & CO., INC., as General Partner
By:	/s/ PETER D. TAUBE
	Name:	Peter D. Taube
	Title:	Chief Accounting Officer and Controller
		Merrill Lynch & Co., Inc.

Date: May 11, 2012



*		There is no principal executive officer(s), principal financial officer, controller, principal accounting officer or board of directors of the Registrant. 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.

INDEX TO EXHIBITS



EXHIBITS
12			Statement re: Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Securities Distributions (unaudited).⁽¹⁾

31.1			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

31.2			Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

32.1			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

32.2			Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.⁽¹⁾

101			The following materials from Merrill Lynch Preferred Capital Trust V and Merrill Lynch Preferred Funding V, L.P. Quarterly Reports on Form 10-Q for the three months ended March 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Earnings, (iii) the Condensed Statements of Changes in Stockholders' Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Note to Condensed Financial Statements, tagged as blocks of text.⁽¹⁾⁽²⁾



		(1) Filed herewith.
		(2) These interactive data files shall not be deemed filed for purposes of Section 11or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Act 1934, as amended, or otherwise subject to liability under those sections.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o

(Do not check if a smaller reporting company)

MERRILL LYNCH PREFERRED FUNDING V LP 10-Q