Business Context and Reporting Period
This Form 8-K is filed by Merrill Lynch Depositor, Inc. on behalf of PPLUS Trust Series GSC-2. The report date is March 3, 2010, covering events related to the change of the independent registered public accounting firm responsible for examining management's assertion regarding compliance with minimum servicing standards.
Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The report is strictly procedural regarding the appointment of auditors and does not contain financial statements or performance data for the Trust.
Material Changes
- Departure of Auditor: Deloitte & Touche LLP (D&T) declined to stand for reappointment as the independent registered public accounting firm on March 3, 2010.
- Appointment of New Auditor: PricewaterhouseCoopers LLP (PwC) was approved on March 4, 2010, to replace D&T for examining compliance with minimum servicing standards.
- Audit History: D&T's reports for fiscal years ended December 31, 2008, and 2007 did not contain adverse opinions or disclaimers. No disagreements or reportable events occurred between the Registrant and D&T during the relevant periods.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, or management commentary regarding future financial performance. The primary risk disclosed is the transition of the auditing firm, though the filing explicitly states there were no disagreements on accounting principles or auditing scope with the departing firm. No unusual items or contingencies affecting the Trust's financial condition are reported.
Key Facts for Investor Verification
- Verify the effective date of PwC's engagement and the scope of their examination duties.
- Confirm that the departure of Deloitte & Touche LLP was not due to any undisclosed disagreements or reportable events.
- Review the letter from Deloitte & Touche LLP (Exhibit 16.1) to ensure it aligns with the Registrant's disclosures.
- Note that this filing does not reflect changes in the underlying asset performance or cash flows of the Trust.