10-Q 1 a2116018z10-q.txt 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number 0-15298 THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP ---------------------------------------------- (Exact Name of Registrant as specified in its charter) Delaware 13-3365950 ---------------------------- ------------------------------ (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) c/o Merrill Lynch Alternative Investments LLC Princeton Corporate Campus 800 Scudders Mill Road - Section 2G Plainsboro, New Jersey 08536 ---------------------------- (Address of principal executive offices) (Zip Code) 609-282-6996 ----------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / PART I - FINANCIAL INFORMATION Item 1. Financial Statements THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP ---------------------------------------------- (a Delaware Limited Partnership) -------------------------------- AND JOINT VENTURE ----------------- CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION ----------------------------------------------

See notes to consolidated financial statements. 2 THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP ---------------------------------------------- (a Delaware Limited Partnership) -------------------------------- AND JOINT VENTURE ----------------- CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (unaudited)

See notes to consolidated financial statements. 3 THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP ---------------------------------------------- (a Delaware Limited Partnership) -------------------------------- AND JOINT VENTURE ----------------- CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL ------------------------------------------------------- For the six months ended June 30, 2003 and 2002 ----------------------------------------------- (unaudited)

See notes to consolidated financial statements. 4 THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP ---------------------------------------------- (a Delaware Limited Partnership) -------------------------------- AND JOINT VENTURE ----------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ (unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements have been prepared without audit. In the opinion of management, the consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of The Futures Expansion Fund Limited Partnership and Joint Venture (the "Partnership") as of June 30, 2003, and the results of its operations for the three and six months ended June 30, 2003 and 2002. However, the operating results for the interim periods may not be indicative of the results for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Partnership's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2002. 2. FAIR VALUE AND OFF-BALANCE SHEET RISK The nature of this Partnership has certain risks, which cannot be presented on the financial statements. The following summarizes some of those risks. MARKET RISK Derivative instruments involve varying degrees of off-balance sheet market risk. Changes in the level or volatility of interest rates, foreign currency exchange rates or the market values of the financial instruments or commodities underlying such derivative instruments frequently result in changes in the Partnership's net unrealized profit on such derivative instruments as reflected in the Statements of Financial Condition. The Partnership's exposure to market risk is influenced by a number of factors, including the relationships among the derivative instruments held by the Partnership as well as the volatility and liquidity of the markets in which the derivative instruments are traded. Merrill Lynch Alternative Investments LLC ("MLAI LLC"), the General Partner, has procedures in place intended to control market risk exposure, although there can be no assurance that they will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of Millburn Ridgefield Corporation ("Millburn"), calculating the Net Asset Value of the Partnership as of the close of business on each day and reviewing outstanding positions for over-concentrations. While MLAI LLC does not itself intervene in the markets to hedge or diversify the Partnership's market exposure, MLAI LLC may urge Millburn to reallocate positions in an attempt to avoid over-concentrations. However, such interventions are unusual. Except in cases in which it appears that Millburn has begun to deviate from past practice or trading policies or to be trading erratically, MLAI LLC's basic risk control procedures consist simply of the ongoing process of advisor monitoring, with the market risk controls being applied by Millburn itself. 5 CREDIT RISK The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter (non-exchange-traded) transactions, because exchanges typically (but not universally) provide clearinghouse arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange. In over-the-counter transactions, on the other hand, traders must rely solely on the credit of their respective individual counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may also require margin in the over-the-counter markets. The credit risk associated with these instruments from counterparty nonperformance is the net unrealized profit, if any, included in the Consolidated Statements of Financial Condition. The Partnership attempts to mitigate this risk by dealing exclusively with Merrill Lynch entities as clearing brokers. The Partnership, in its normal course of business, enters into various contracts, with Merrill Lynch Pierce Fenner & Smith Inc. ("MLPF&S") acting as its commodity broker. Pursuant to the brokerage arrangement with MLPF&S (which includes a netting arrangement), to the extent that such trading results in receivables from and payables to MLPF&S, these receivables and payables are offset and reported as a net receivable or payable and included in Equity from commodity futures trading accounts in the Consolidated Statements of Financial Condition. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations MONTH-END NET ASSET VALUE PER UNIT

Performance Summary JANUARY 1, 2003 TO JUNE 30, 2003 January 1, 2003 to March 31, 2003 The Partnership experienced gains in the energy and interest rate sectors and losses in the agricultural commodity, metals, stock index and currency sectors. Overall, for the quarter, the Partnership experienced trading gains. Energy was the best performing sector for the quarter. With the continuation of the strike in Venezuela, the tensions with Iraq and the cold winter, long positions in oil and natural gas were profitable in the beginning of the year. In February, the best performing month, natural gas prices rose over 40% in a single day citing expected severely cold weather and supply shortages. The Partnership profited from this event but the volatility overlay as part of the trading program resulted in a withdrawal from the market by 75% over the next two days. This helped the Partnership retain profits as prices declined in crude oil and natural gas in March. 6 Interest rate futures were the other profitable sector for the quarter. With inflation under control, the bear market entering its fourth year and the earnings outlook cloudy, bonds appear to feed an investor appetite for fixed income investments, which have performed well in recent years. Safe and liquid government bonds continued to attract investment, causing rates to drop and bond prices to rise. Although there was a reversal in the intermediate and long term bond yields, the Partnership is keeping long positions in the interest rate markets. By the end of March, bond prices seemed to be more attuned to economic fundamentals rather than the progress of the war. Trading in agricultural commodities was flat for the quarter. The Partnership holds positions in corn, cotton and coffee. The metals sector had slight losses for the quarter. The Partnership holds positions in gold and industrial metals such as, copper, aluminum and zinc. Trading the stock index futures sustained losses for the quarter. The Partnership held positions in the S&P 500, NASDAQ 100, German DAX, Hong Kong's Hang Seng, and the Japanese Nikkei and Topix. The currency forward and futures trading had the most significant losses for the quarter. The weakening U.S. dollar was continuing as it has for over a year, however, significant changes in the international markets changed the outlooks of some other currencies as well. Many Asian nations, as part of their monetary policy, try to help their export markets by trying to keep their currency from appreciating against the U.S. dollar. This is done by purchasing large amounts of U.S. dollar securities, a depreciating asset. Many Asian banks are expected to diversify their holdings from U.S. dollars. Russia announced in February that it would reduce its U.S. dollar holdings and increase its Euro holdings. April 1, 2003 to June 30, 2003 The Partnership experienced gains in the interest rate, currency and stock index sectors and losses in the metals, agriculture and energy sectors. The interest rate sector provided the Partnership with profits for the second quarter. May gains outpaced losses in both April and June. The decline in interest rates resulted in profits in many of the Partnership's long positions. Some factors that kept the interest rates falling were rumors of deflation, hedging by long term lenders against the falling interest rates, and foreign banks buying U.S. Treasuries as part of their monetary policy to control the value of their currency. The market reversed in June due to disappointing news about a smaller rate cut by the Federal Reserve then expected. The currency sector was profitable for the quarter. The U.S. dollar continued to decline. The U.S. Secretary of the Treasury stated that a strong monetary policy isn't about the U.S. dollar's value relative to other currencies, signaling acquiescence in a weaker dollar. Also, U.S. monetary policy has been much looser and rates lower than in Europe. Federal Reserve Chairman Greenspan's comments about deflation convinced the market that low rates will be with us for quite a while. The stock index futures produced small gains for the quarter capitalizing on the global upswing in stock prices in June. Investors are reacting to the hope that deflation and economic contraction are coming to an end in Japan. Reports indicate that the rally in Japanese stocks has been fueled by foreign mutual funds, hedge funds and other non-Japanese institutional investors who invested more than ten times as much as local investors in June. Metals were essentially flat for the second quarter. Positions in gold shifted from profitable to not throughout the quarter. Copper and other base metals were unprofitable. 7 The agricultural commodities sector incurred losses for the second quarter. The Partnership held positions in corn, cotton and coffee. The energy sector was the most unprofitable sector. The price declines that started in March, when the Iraq war became inevitable, continued and short positions in crude oil, unleaded gasoline and London gas oil were profitable early in the quarter. The uptrend in natural gas reversed and spiked downward in June, ironically after Federal Reserve Chairman Greenspan warned of a dangerous shortage, resulting losses which overshadowed previous gains. JANUARY 1, 2002 TO JUNE 30, 2002 January 1, 2002 to March 31, 2002 Trading in the energy sector was the most profitable strategy for the Partnership. Trading was volatile throughout the quarter. In March, there was a sharp upsurge in energy prices based on expectations of global economic recovery and trepidation regarding the possible impact of Middle East violence on energy supply. Long positions in crude oil, heating oil, unleaded gasoline, London gas oil and natural gas were profitable. The interest sector was up slightly for the quarter. In January, significant profits on a short position in Japanese ten-year bonds was offset by losses on short positions in German five and ten-year bonds, British ten-year bonds and U.S. Treasury five and ten-year notes. In February, interest rates moderated slightly in the U.S. resulting in profits on long positions in short-term Eurodollar deposits and U.S. Treasury five-year notes. In March, interest rates in Europe and the U.S. rose as economic activity began to improve. This resulted in profits on short positions in German five and ten-year bonds and British ten-year bonds. Long-term interest rates fell in Japan resulting in profits on a long position in ten-year Japanese bonds. Metal trading was almost flat for the quarter. In January, small losses were sustained on long positions in gold, zinc and aluminum. In February, long positions in copper and aluminum resulted in marginal losses. In March, small profits on long positions in gold, zinc and copper were offset by a small loss on a long position in aluminum. Stock index trading posted losses on difficult market conditions. In January, gains on short positions in the S&P 500 and Japanese Topix were narrowly outweighed by losses on long positions in the German DAX, Hong Kong Hang Seng, NASDAQ 100 and Japanese Nikkei. In February, short positions in the NASDAQ 100 and Hong Kong Hang Seng were profitable but were offset by losses on short positions in the Japanese Topix and Nikkei. In March, both sides of the Hong Kong Hang Seng were unprofitable. Trading in agricultural commodities was unprofitable for the quarter. In January, a long position in sugar was unprofitable. In February, a long position in cotton and short positions in coffee and sugar resulted in marginal losses. In March, short positions in sugar and cotton were unprofitable while a long position in coffee resulted in a small gain. Trading in the currencies sector incurred losses for the Partnership. In January, the U.S. dollar strengthened considerably, particularly versus the Japanese yen. Short positions in the Japanese yen, Euro and Swiss franc were profitable early on. In February, the U.S. dollar sold off against major currencies and losses were sustained on short positions in the Japanese yen, Euro and Swiss franc. The currency markets presented a volatile and difficult environment in March. Short positions versus the U.S. 8 dollar in the Swiss franc and Euro were unprofitable, as were long and short positions of the Japanese yen. April 1, 2002 to June 30, 2002 Profits resulting from trading in the currency sector provided the Partnership with a rate of return of over 17% (on the total net assets of the Partnership) for the second quarter. The decline in the U.S. dollar continued through June unabated. Positions versus the U.S. dollar were profitable as were non-U.S. dollar cross trades involving the Euro. The interest rate sector was profitable for the Partnership despite its slow start. The Partnership entered the quarter positioned for rising U.S. and European interest rates. As rates declined, losses were sustained on short positions. Positions were corrected in the quarter. Despite the weakening U.S. dollar, interest rates on U.S. Treasuries fell on concerns about the economic recovery and declines in the stock market in May and June. Long positions brought in sizable profits. The trading in stock indices found profits from its short positions in the NASDAQ 100, German DAX, Hong Kong's Hang Seng, and Japanese Topix index futures. June was a difficult month for stocks globally. The S&P 500 lost over 7% and the NASDAQ lost over 9%. The metals sector sustained slight losses for the quarter. In June, the uptrend in gold reversed and losses were sustained on a long position eliminating profits earned earlier in the quarter. Trading activity was also in the zinc, copper and aluminum markets. Losses were experienced in the agricultural commodities markets. Long positions in sugar and short positions in corn futures were mostly to blame. Energy futures experienced whipsaw markets and trading brought in losses for the Partnership. The rally in petroleum prices corrected in April and the run up had completely reversed by May. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable Item 4. Controls and Procedures Merrill Lynch Alternative Investments LLC, the General Partner of The Futures Expansion Fund Limited Partnership, with the participation of the General Partner's Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership within 90 days of the filing date of this quarterly report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. Additionally, there were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings There are no pending proceedings to which the Partnership or MLAI LLC is a party. Item 2. Changes in Securities and Use of Proceeds (a) None. (b) None. (c) None. (d) None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. There are no exhibits required to be filed as part of this document. (b) Reports on Form 8-K. There were no reports on Form 8-K filed during the six months of fiscal 2003. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE FUTURES EXPANSION FUND LIMITED PARTNERSHIP By: MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC (General Partner) Date: August 14, 2003 By /s/ ROBERT M. ALDERMAN ---------------------- Robert M. Alderman Chairman, Chief Executive Officer and Manager (Principal Executive Officer) Date: August 14, 2003 By /s/ MICHAEL L. PUNGELLO ----------------------- Michael L. Pungello Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 11 EXHIBIT 99 Form of Certification Pursuant to Section 1350 of Chapter 63 ------------------------------------------------------------ of Title 180 of the United States Code -------------------------------------- I, Robert M. Alderman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Futures Expansion Fund Limited Partnership; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2003 ----------------------- By /s/ ROBERT M. ALDERMAN ---------------------- Robert M. Alderman Chairman, Chief Executive Officer and Manager (Principal Executive Officer) 12 EXHIBIT 99 (a) AS ADOPTED TO ------------- SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- In connection with this quarterly report of The Futures Expansion Fund Limited Partnership on Form 10-Q for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Robert M. Alderman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that: 1. This quarterly report fully complies with the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934; and 2. The information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of The Futures Expansion Fund Limited Partnership. Date: August 14, 2003 ----------------------- By /s/ ROBERT M. ALDERMAN ---------------------- Robert M. Alderman Chairman, Chief Executive Officer and Manager (Principal Executive Officer) 13 EXHIBIT 99 Form of Certification Pursuant to Section 1350 of Chapter 63 ------------------------------------------------------------ of Title 180 of the United States Code -------------------------------------- I, Michael L. Pungello, certify that: 1. I have reviewed this quarterly report on Form 10-Q of The Futures Expansion Fund Limited Partnership; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2003 ----------------------- By /s/ MICHAEL L. PUNGELLO ----------------------- Michael L. Pungello Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 14 EXHIBIT 99 (a) AS ADOPTED TO ------------- SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 --------------------------------------------- In connection with this quarterly report of The Futures Expanion Fund Limited Partnership on Form 10-Q for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof, I, Michael L. Pungello, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant of the Sarbanes-Oxley Act of 2002, that: 1. This quarterly report fully complies with the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934; and 2. The information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of The Futures Expansion Fund Limited Partnership. Date: August 14, 2003 ----------------------- By /s/ MICHAEL L. PUNGELLO ----------------------- Michael L. Pungello Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 15

FUTURES EXPANSION FUND LTD PARTNERSHIP 10-Q