PRICING SUPPLEMENT
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(To prospectus supplement and prospectus dated February 25, 2005)
Pricing Supplement Number: 2477
[LOGO OMITTED]
11,018 Units
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Principal Protected Notes Linked to the Dow Jones Global Titans 50(SM) Index
due November 15, 2010
(the "Notes")
$1,000 principal amount per unit
--------------------------------
The Notes:
o The Notes are designed for investors who believe that the level
of the Dow Jones Global Titans 50(SM) Index (index symbol "DJGT")
will increase over the term of the Notes.
o 100% principal protection on the maturity date.
o There will be no payments prior to the maturity date and we
cannot redeem the Notes prior to the maturity date.
o The Notes will not be listed on any securities exchange.
o The Notes will be senior unsecured debt securities of Merrill
Lynch & Co., Inc. and part of a series entitled "Medium-Term
Notes, Series C" and will have the CUSIP No. 59018YWE7.
o Expected settlement date: November 15, 2005.
Payment on the maturity date:
o On the maturity date, for each $1,000 principal amount per unit
of your Notes, we will pay you a Redemption Amount in cash
equal to the sum of (i) the principal amount of that Note and
(ii) the greater of:
o the "Minimum Redemption Amount" of $120 per unit of the
Notes, or
o the "Supplemental Redemption Amount" which will equal 100%
of the average percentage increase in the Dow Jones Global
Titans 50(SM)Index measured semi-annually over the term of
the Notes.
Information included in this pricing supplement supercedes information in
the accompanying prospectus supplement and prospectus to the extent that it is
different from that information.
Investing in the Notes involves risks that are described in the "Risk
Factors" section beginning on page PS-7 of this pricing supplement and the
accompanying prospectus supplement.
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Per Unit Total
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Public offering price.............................................. $1,000.00 $11,018,000
Underwriting discount.............................................. $30.00 $330,540
Proceeds, before expenses, to Merrill Lynch & Co., Inc............. $970.00 $10,687,460
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this pricing supplement or the accompanying prospectus supplement and
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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Merrill Lynch & Co.
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The date of this pricing supplement is November 7, 2005.
"Dow Jones" and "Dow Jones Global Titans 50(SM)Index" are service marks of Dow
Jones & Company, Inc. and have been licensed for use for certain purposes by
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch & Co. is
an authorized sublicensee. The Notes are not sponsored, endorsed, sold or
promoted by Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Notes.
TABLE OF CONTENTS
Pricing Supplement
SUMMARY INFORMATION--Q&A...................................................PS-3
RISK FACTORS...............................................................PS-7
DESCRIPTION OF THE NOTES..................................................PS-10
THE INDEX.................................................................PS-16
UNITED STATES FEDERAL INCOME TAXATION.....................................PS-21
ERISA CONSIDERATIONS......................................................PS-25
USE OF PROCEEDS AND HEDGING...............................................PS-26
SUPPLEMENTAL PLAN OF DISTRIBUTION.........................................PS-26
EXPERTS .................................................................PS-26
INDEX OF CERTAIN DEFINED TERMS............................................PS-27
Prospectus Supplement
RISK FACTORS................................................................S-3
DESCRIPTION OF THE NOTES....................................................S-4
UNITED STATES FEDERAL INCOME TAXATION......................................S-21
PLAN OF DISTRIBUTION.......................................................S-28
VALIDITY OF THE NOTES......................................................S-29
Prospectus
Merrill Lynch & Co., Inc......................................................2
Use of Proceeds...............................................................2
Ratio of Earnings to Fixed Charges and Ratio of Earnings to
Combined Fixed Charges and Preferred Stock Dividends..........................3
The Securities................................................................3
Description of Debt Securities................................................4
Description of Debt Warrants.................................................15
Description of Currency Warrants.............................................17
Description of Index Warrants................................................18
Description of Preferred Stock...............................................24
Description of Depositary Shares.............................................29
Description of Preferred Stock Warrants......................................33
Description of Common Stock..................................................35
Description of Common Stock Warrants.........................................38
Plan of Distribution.........................................................41
Where You Can Find More Information..........................................42
Incorporation of Information We File With the SEC............................42
Experts ....................................................................43
PS-2
SUMMARY INFORMATION--Q&A
This summary includes questions and answers that highlight selected
information from this pricing supplement and the accompanying prospectus
supplement and prospectus to help you understand the Principal Protected Notes
Linked to the Dow Jones Global Titans 50(SM)Index due November 15, 2010 (the
"Notes"). You should carefully read this pricing supplement and the
accompanying prospectus supplement and prospectus to fully understand the
terms of the Notes, certain matters related to Dow Jones Global Titans 50(SM)
Index (the "Index"), and the tax and other considerations that are important
to you in making a decision about whether to invest in the Notes. You should
carefully review the "Risk Factors" section of this pricing supplement and the
accompanying prospectus supplement, which highlights certain risks associated
with an investment in the Notes, to determine whether an investment in the
Notes is appropriate for you.
References in this pricing supplement to "ML&Co.", "we", "us" and
"our" are to Merrill Lynch & Co., Inc., and references to "MLPF&S" are to
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
What are the Notes?
The Notes will be a series of senior debt securities issued by
ML&Co. entitled "Medium-Term Notes, Series C" and will not be secured by
collateral. The Notes will rank equally with all of our other unsecured and
unsubordinated debt. The Notes will mature on November 15, 2010. We cannot
redeem the Notes at an earlier date. We will not make any payments on the
Notes until the maturity date.
Each unit will represent a single Note with a $1,000 principal
amount. You may transfer the Notes only in whole units. You will not have the
right to receive physical certificates evidencing your ownership except under
limited circumstances. Instead, we will issue the Notes in the form of a
global certificate, which will be held by The Depository Trust Company, also
known as DTC, or its nominee. Direct and indirect participants in DTC will
record your ownership of the Notes. You should refer to the section entitled
"Description of the Debt Securities--Depositary" in the accompanying
prospectus.
Are there any risks associated with my investment?
Yes, an investment in the Notes is subject to certain risks. Please
refer to the section entitled "Risk Factors" in this pricing supplement and
the accompanying prospectus supplement.
Who publishes the Index and what does the Index measure?
The Index is a 50-stock index weighted primarily by free-float
market capitalization, which means that an underlying stock's rank in the
Index is based largely on its free-float market capitalization rather than its
full market capitalization. The Index was established with a level of 100 as
of December 31, 1991. The Index is published by Dow Jones & Company, Inc.
("Dow Jones") which selects the underlying stocks from the companies included
in the Dow Jones World Index based on free-float market capitalization,
revenues and net income. The component companies are headquartered around the
world and do business internationally, and provide exposure to a number of
economies around the world. The component companies of the Index rank among
the world's largest companies and the stocks of such component companies are
actively traded. For more information on the Index, please see the section
entitled "The Index" in this pricing supplement.
The Notes are debt obligations of ML&Co. An investment in the Notes
does not entitle you to any ownership interest in the stocks of the companies
included in the Index or the value of any dividends paid on those stocks.
How has the Index performed historically?
We have included a graph and table showing the month-end closing
level of the Index from January 2000 to October 2005 in the section entitled
"The Index--Historical data on the Index" in this pricing supplement.
We have provided this historical information to help you evaluate
the behavior of the Index in various economic environments; however, past
performance of the Index is not necessarily indicative of how the Index will
perform in the future.
PS-3
What will I receive on the maturity date of the Notes?
On the maturity date, for each Note that you own you will receive a
cash payment per unit equal to the "Redemption Amount", which will be equal to
the sum of (i) the principal amount and (ii) the greater of (a) the Minimum
Redemption Amount, or (b) the Supplemental Redemption Amount, per unit.
The principal amount per unit is $1,000.
The "Minimum Redemption Amount" per unit equals $120.
The "Supplement Redemption Amount" per unit will depend on the
average percentage change in the level of the Index over the term of the Notes
and will be an amount equal to:
$1,000 x Participation Rate x [ APV - Starting Value ]
[----------------------]
[ Starting Value ]
The "Participation Rate" will equal 100%.
The "Starting Value" equals 194.89.
The "APV" or "Average Periodic Value", will be determined by the
calculation agent and will equal the arithmetic average of the closing levels
of the Index on each Valuation Date.
A "Valuation Date" will be the last Index Business Day in April and
October of each year, commencing in April 2006 to and including October 2010.
If a Market Disruption Event (as defined herein) occurs on a Valuation Date,
that Valuation Date will be the next succeeding Index Business Day; provided
however, if the closing level for the final Valuation Date has not been
determined by the second scheduled Index Business Day prior to the maturity
date, then the closing level for the final Valuation Date will be the closing
level of the Index on such day, regardless of the occurrence of a Market
Disruption Event.
"Index Business Day" means any day on which the New York Stock
Exchange, the American Stock Exchange and the Nasdaq Stock Market are open for
trading and the Index or any successor index is calculated and published.
PS-4
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Examples
Set forth below are three examples of the calculation of the
Redemption Amount on the Notes; including a Minimum Redemption Amount of $120:
Example 1--The hypothetical Average Periodic Value is 50% of the Starting
Value:
Starting Value: 194.89
Hypothetical Average Periodic Value: 97.45
Redemption Amount (per unit) = $1,120
(the amount payable on the maturity date cannot be less than the principal
amount plus the Minimum Redemption Amount per unit)
Example 2--The hypothetical Average Periodic Value is 110% of the Starting
Value:
Starting Value: 194.89
Hypothetical Average Periodic Value: 214.38
Supplement Redemption Amount (per unit) = $1,000 + ($1,000 x (100% x (214.38
- -194.89)/194.89)) = $1,100
Redemption Amount (per unit) = $1,120
(the amount payable on the maturity date cannot be less than the principal
amount plus the Minimum Redemption Amount per unit)
Example 3--The hypothetical Average Periodic Value is 120% of the Starting
Value:
Starting Value: 194.89
Hypothetical Average Periodic Value: 233.87
Redemption Amount (per unit) = $1,000 + ($1,000 x (100% x
(233.87-194.89)/194.89)) = $1,200
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Will I receive interest payments on the Notes?
You will not receive any interest payments on the Notes, but you
will receive the Redemption Amount on the maturity date based on the
performance of the Index over the term of the Notes. We have designed the
Notes for investors who are willing to forego interest payments on the Notes,
such as fixed or floating interest rates paid on traditional interest bearing
debt securities, in exchange for receiving the Redemption Amount on the
maturity date.
What about taxes?
Each year, you will be required to pay taxes on ordinary income from
the Notes over their term based upon an estimated yield for the Notes, even
though you will not receive any payments from us until the maturity date. We
have determined this estimated yield, in accordance with regulations issued by
the U.S. Treasury Department, solely in order for you to calculate the amount
of taxes that you will owe each year as a result of owning a Note. This
estimated yield is neither a prediction nor a guarantee of what the actual
Redemption Amount will be, or that the actual Redemption Amount will even
exceed the sum of the principal amount and the Minimum Redemption Amount. We
have determined that this estimated yield will equal 4.462% per annum,
compounded semiannually.
Based upon this estimated yield, if you pay your taxes on a calendar
year basis and if you purchase a Note for $1,000 and hold the Note until the
maturity date, you will be required to pay taxes on the following amounts of
ordinary income from the Note each year: $5.71 in 2005, $45.14 in 2006, $47.38
in 2007, $49.59 in 2008, $51.79 in 2009 and $47.03 in 2010. However, in 2010,
the amount of
PS-5
ordinary income that you will be required to pay taxes on from owning each
Note may be greater or less than $47.03, depending upon the Redemption Amount
you receive. Also, if the Redemption Amount is less than $1,246.64, you may
have a loss which you could deduct against other income you may have in 2010,
but under current tax regulations, you would neither be required nor allowed
to amend your tax returns for prior years. For further information, see
"United States Federal Income Taxation" in this pricing supplement.
Will the Notes be listed on a stock exchange?
The Notes will not be listed on any securities exchange and we do
not expect a trading market for the Notes to develop, which may affect the
price that you receive for your Notes upon any sale prior to the maturity
date. You should review the section entitled "Risk Factors--A trading market
for the Notes is not expected to develop and if trading does develop, the
market price you may receive or be quoted for your Notes on a date prior to
the stated maturity date will be affected by this and other important factors
including our costs of developing, hedging and distributing the Notes" in this
pricing supplement.
What price can I expect to receive if I sell the Notes prior to the stated
maturity date?
In determining the economic terms of the Notes, and consequently the
potential return on the Notes to you, a number of factors are taken into
account. Among these factors are certain costs associated with creating,
hedging and offering the Notes. In structuring the economic terms of the
Notes, we seek to provide investors with what we believe to be commercially
reasonable terms and to provide MLPF&S with compensation for its services in
developing the Notes.
If you sell your Notes prior to the stated maturity date, you will
receive a price determined by market conditions for the Notes. This price may
be influenced by many factors, such as interest rates, volatility and the
current level of the Index. In addition, the price, if any, at which you could
sell your Notes in a secondary market transaction is expected to be affected
by the factors that we considered in setting the economic terms of the Notes,
namely the underwriting discount paid in respect of the Notes and other costs
associated with the Notes, including compensation for developing and hedging
the product. Depending on the impact of these factors, you may receive
significantly less than the principal amount per unit of your Notes if sold
before the stated maturity date.
In a situation where there had been no movement in the level of the
Index and no changes in the market conditions from those existing on the date
of this pricing supplement, the price, if any, at which you could sell your
Notes in a secondary market transaction is expected to be lower than the
principal amount per unit. This is due to, among other things, our costs of
developing, hedging and distributing the Notes. Any potential purchasers for
your Notes in the secondary market are unlikely to consider these factors.
What is the role of MLPF&S?
Our subsidiary MLPF&S is the underwriter for the offering and sale
of the Notes. MLPF&S intends to offer the Notes to Wells Fargo Investments,
LLC or one of its affiliates, as the dealer in the initial distribution of the
Notes.
After the initial offering, MLPF&S currently intends to buy and sell
Notes to create a secondary market for holders of the Notes, and may stabilize
or maintain the market price of the Notes during their initial distribution.
However, MLPF&S will not be obligated to engage in any of these market
activities or continue them once it has started.
MLPF&S also will be our agent for purposes of calculating, among
other things, the Average Periodic Value, the Redemption Amount and the
Supplemental Redemption Amount, if applicable. Under certain circumstances,
these duties could result in a conflict of interest between MLPF&S as our
subsidiary and its responsibilities as calculation agent.
What is ML&Co.?
Merrill Lynch & Co., Inc. is a holding company with various
subsidiaries and affiliated companies that provide investment, financing,
insurance and related services on a global basis.
For information about ML&Co., see the section entitled "Merrill
Lynch & Co., Inc." in the accompanying prospectus. You should also read the
other documents we have filed with the SEC, which you can find by referring to
the section entitled "Where You Can Find More Information" in the accompanying
prospectus.
PS-6
RISK FACTORS
Your investment in the Notes will involve certain risks. You should
consider carefully the following discussion of risks and the discussion of
risks included in the accompanying prospectus supplement before you decide
that an investment in the Notes is suitable for you.
Your yield may be lower than the yield on other debt securities of comparable
maturity
The yield that you receive on your Notes may be less than the return you
could earn on other investments. Your yield may be less than the yield you
would earn if you bought a traditional interest bearing debt security of
ML&Co. with the same stated maturity date. Your investment may not reflect the
full opportunity cost to you when you take into account factors that affect
the time value of money.
Your return will not reflect the return of owning the stocks included in the
Index
The return on your Notes will not reflect the return you would realize if
you actually owned the stocks included in the Index and received the dividends
paid on those stocks, if any, because the Supplemental Redemption Amount, if
applicable, is based on the level of the Index on the Valuation Dates and the
Index is calculated by reference to the prices of the stocks included in the
Index without taking into consideration the value of dividends paid on those
stocks.
An investor that owned the stocks underlying the Index for the term of
the Notes would realize the absolute increase or decrease in the value of the
stocks over this term. Noteholders will not be at risk for any decrease in the
value of the underlying stocks. However, Noteholders would realize the full
value of increases in the value of the stocks over the term of the Notes only
if the average values of the stocks on each of the Valuation Dates (the first
of which will occur in April 2006) equals or exceeds the stocks' final value.
A trading market for the Notes is not expected to develop and, if trading does
develop, the market price you may receive or be quoted for your Notes on a
date prior to the stated maturity date will be affected by this and other
important factors including our costs of developing, hedging and distributing
the Notes
The Notes will not be listed on any securities exchange and we do not
expect a trading market for the Notes to develop. Although our affiliate
MLPF&S has indicated that it currently expects to bid for Notes offered for
sale to it by holders of the Notes, it is not required to do so and may cease
making those bids at any time. The limited trading market for your Notes may
affect the price that you receive for your Notes if you do not wish to hold
your investment until the maturity date.
If MLPF&S makes a market in the Notes, the price it quotes would reflect
any changes in market conditions and other relevant factors. In addition, the
price, if any, at which you could sell your Notes in a secondary market
transaction is expected to be affected by the factors that we considered in
setting the economic terms of the Notes, namely the underwriting discount paid
in respect of the Notes and other costs associated with the Notes, including
compensation for developing and hedging the product. This quoted price could
be higher or lower than the principal amount. Furthermore, there is no
assurance that MLPF&S or any other party will be willing to buy the Notes.
MLPF&S is not obligated to make a market in the Notes.
Assuming there is no change in the level of the Index and no change in
market conditions or any other relevant factors, the price, if any, at which
MLPF&S or another purchaser might be willing to purchase your Notes in a
secondary market transaction is expected to be lower than the principal
amount. This is due to, among other things, the fact that the principal amount
included, and secondary market prices are likely to exclude, underwriting
discount paid with respect to, and the developing and hedging costs associated
with, the Notes.
Your return may be affected by factors affecting international securities
markets
The Index is computed by reference to the value of certain companies
listed on United States, European and Asian exchanges. The return on the Notes
will be affected by factors affecting the value of securities in both
PS-7
domestic and European and Asian markets. The European and Asian securities
market may be more volatile than United States or other securities markets and
may be affected by market developments in different ways than United States or
other securities markets. Direct or indirect government intervention to
stabilize a particular securities market and cross-shareholdings in companies
in the European and Asian markets may affect prices and the volume of trading
in these markets. Also, there is generally less publicly available information
about European and Asian companies than about United States companies that are
subject to the reporting requirements of the Securities and Exchange
Commission (the "SEC"). Additionally, accounting, auditing and financial
reporting standards and requirements in Europe and Asia differ from those
applicable to United States reporting companies.
The prices and performance of securities of companies in Europe and Asia
may be affected by political, economic, financial and social factors in Europe
and Asia. In addition, recent or future changes in government, economic and
fiscal policies in these regions, the possible imposition of, or changes in,
currency exchange laws or other laws or restrictions, and possible
fluctuations in the rate of exchange between currencies, are factors that
could negatively affect the European and Asian securities markets. Moreover,
foreign economies may differ favorably or unfavorably from the United States
economy in economic factors such as growth of gross national product, rate of
inflation, capital reinvestment, resources and self-sufficiency.
Many factors affect the trading value of the Notes; these factors interrelate
in complex ways and the effect of any one factor may offset or magnify the
effect of another factor
The trading value of the Notes will be affected by factors that
interrelate in complex ways. The effect of one factor may offset the increase
in the trading value of the Notes caused by another factor and that the effect
of one factor may exacerbate the decrease in the trading value of the Notes
caused by another factor. For example, an increase in U.S. interest rates may
offset some or all of any increase in the trading value of the Notes
attributable to another factor, such as an increase in the level of the Index.
The following paragraphs describe the expected impact on the trading value of
the Notes given a change in a specific factor, assuming all other conditions
remain constant.
The level of the Index is expected to affect the trading value of the
Notes. We expect that the trading value of the Notes will depend substantially
on the amount, if any, by which the level of the Index exceeds or does not
exceed the Starting Value. However, if you choose to sell your Notes when the
level of the Index exceeds the Starting Value, you may receive substantially
less than the amount that would be payable on the maturity date based on this
level because of the possibility that the Index will decline prior to future
Valuation Dates.
Changes in the levels of interest rates are expected to affect the
trading value of the Notes. We expect that changes in interest rates will
affect the trading value of the Notes. Generally, if U.S. interest rates
increase, we expect the trading value of the Notes to decrease and,
conversely, if U.S. interest rates decrease, we expect the trading value of
the Notes to increase. Rising U.S. interest rates may lower the level of the
Index and, thus, may lower the value of the Notes. Falling U.S. interest rates
may increase the level of the Index and, thus, may increase the value of the
Notes.
Changes in the volatility of the Index are expected to affect the trading
value of the Notes. Volatility is the term used to describe the size and
frequency of price and/or market fluctuations. If the volatility of the Index
increases or decreases, the trading value of the Notes may be adversely
affected.
Changes in dividend yields of the stocks included in the Index are
expected to affect the trading value of the Notes. In general, if dividend
yields on the stocks included in the Index increase, we expect that the value
of the Notes will decrease and, conversely, if dividend yields on the stocks
included in the Index decrease, we expect that the value of the Notes will
increase.
Changes in our credit ratings may affect the trading value of the Notes.
Our credit ratings are an assessment of our ability to pay our obligations.
Consequently, real or anticipated changes in our credit ratings may affect the
trading value of the Notes. However, because the return on your Notes is
dependent upon factors in addition to our ability to pay our obligations under
the Notes, such as the average percentage increase, if any, in the level of
the Index over the term of the Notes, an improvement in our credit ratings
will not reduce the other investment risks related to the Notes.
PS-8
In general, assuming all relevant factors are held constant, we expect
that the effect on the trading value of the Notes of a given change in some of
the factors listed above will be less if it occurs later in the term of the
Notes than if it occurs earlier in the term of the Notes.
Purchases and sales by us and our affiliates may affect your return
We and our affiliates may from time to time buy or sell the stocks
included in the Index or futures or options contracts on those stocks or on
the Index for our own accounts for business reasons and expect to enter into
these transaction in connection with hedging our obligations under the Notes.
These transactions could affect the price of these stocks and, in turn, the
level of the Index in a manner that would be adverse to your investment in the
Notes.
Potential conflicts of interest could arise
Our subsidiary MLPF&S is our agent for the purposes of calculating the
Average Periodic Value, the Redemption Amount and the Supplemental Redemption
Amount, if applicable. Under certain circumstances, MLPF&S as our subsidiary
and its responsibilities as calculation agent for the Notes could give rise to
conflicts of interests. These conflicts could occur, for instance, in
connection with its determination as to whether a level of the Index can be
calculated on a particular trading day, or in connection with judgments that
it would be required to make in the event of a discontinuance or
unavailability of the Index. See sections entitled "Description of the
Notes--Adjustments to the Index; Market Disruption Events" and
"--Discontinuance of the Index" in this pricing supplement. MLPF&S is required
to carry out its duties as calculation agent in good faith and using its
reasonable judgment. However, because we control MLPF&S, potential conflicts
of interest could arise.
We expect to enter into arrangements to hedge the market risks associated
with our obligation to pay the amounts due on the maturity date on the Notes.
We may seek competitive terms in entering into the hedging arrangements for
the Notes, but are not required to do so, and we may enter into such hedging
arrangements with one of our subsidiaries or affiliated companies. Such
hedging activity is expected to result in a profit to those engaging in the
hedging activity, which could be more or less than initially expected, but
which could also result in a loss for the hedging counterparty.
ML&Co. or its affiliates may presently or from time to time engage in
business with one or more of the companies included in the Index including
extending loans to, or making equity investments in, those companies or
providing advisory services to those companies, including merger and
acquisition advisory services. In the course of business, ML&Co. or its
affiliates may acquire non-public information relating to those companies and,
in addition, one or more affiliates of ML&Co. may publish research reports
about those companies. ML&Co. does not make any representation to any
purchasers of the Notes regarding any matters whatsoever relating to the
companies included in the Index. Any prospective purchaser of the Notes should
undertake an independent investigation of the companies included in the Index
as in its judgment is appropriate to make an informed decision regarding an
investment in the Notes. The composition of the Index does not reflect any
investment recommendations of ML&Co. or its affiliates.
Tax consequences
You should consider the tax consequences of investing in the Notes. See
"United States Federal Income Taxation" in this pricing supplement.
PS-9
DESCRIPTION OF THE NOTES
ML&Co. will issue the Notes as a series of senior debt securities
entitled "Medium-Term Notes, Series C" under the 1983 Indenture, which is more
fully described in the accompanying prospectus. The Notes will mature on
November 15, 2010. Information included in this pricing supplement supercedes
information in the accompanying prospectus supplement and prospectus to the
extent that it is different from that information. The CUSIP number for the
Notes is 59018YWE7.
While on the maturity date a holder of a Note will receive an amount
equal to the Redemption Amount, there will be no other payment of interest,
periodic or otherwise. See the section entitled "--Payment on the Maturity
Date" in this pricing supplement
The Notes are not subject to redemption by us before the maturity date.
ML&Co. will issue the Notes in denominations of whole units each with a
$1,000 principal amount per unit. You may transfer the Notes only in whole
units. You will not have the right to receive physical certificates evidencing
your ownership except under limited circumstances. Instead, we will issue the
Notes in the form of a global certificate, which will be held by The
Depositary Trust Company, also known as DTC, or its nominee. Direct and
indirect participants in DTC will record your ownership of the Notes. You
should refer to the section entitled "Description of Debt
Securities--Depositary" in the accompanying prospectus.
The Notes will not have the benefit of any sinking fund.
Payment on the Maturity Date
On the maturity date, you will be entitled to receive a cash payment per
unit equal to the Redemption Amount, as provided below.
Determination of the Redemption Amount
The "Redemption Amount for each Note will be equal to the sum of (i) the
principal amount per unit and (ii) the greater of the (a) "Minimum Redemption
Amount", or (b) "Supplemental Redemption Amount", if any, per unit.
The principal amount per unit is $1,000.
The "Minimum Redemption Amount" per unit equals $120.
The "Supplement Redemption Amount" per unit will be determined by the
calculation agent and will be an amount equal to:
$1,000 x Participation Rate x [ APV - Starting Value ]
[----------------------]
[ Starting Value ]
The "Participation Rate" will equal 100%.
The "Starting Value" equals 194.89.
The "APV" or "Average Periodic Value" will be determined by the
calculation agent and will equal the arithmetic average of the closing levels
of the Index on each Valuation Date.
A "Valuation Date" will be the last Index Business Day in April and
October of each year, commencing in April 2006 to and including October 2010.
If a Market Disruption Event (as defined herein) occurs on a Valuation Date,
that Valuation Date will be the next succeeding Index Business Day; provided
however, if the closing level for the final Valuation Date has not been
determined by the second scheduled Index Business Day prior to the maturity
PS-10
date, then the closing level for the final Valuation Date will be the closing
level of the Index on such day, regardless of the occurrence of a Market
Disruption Event.
"Index Business Day" means any day on which the New York Stock Exchange
(the "NYSE"), the American Stock Exchange ("AMEX") and the Nasdaq Stock Market
("Nasdaq") are open for trading and the Index or any successor index is
calculated and published.
All determinations made by the calculation agent will, absent a
determination of a manifest error, be conclusive for all purposes and binding
on ML&Co. and the holders and beneficial owners of the Notes.
PS-11
Hypothetical Returns
The following table illustrates, for the Starting Value, a range of
hypothetical levels of the Index on the final Valuation Date and a range of
hypothetical Average Periodic Values of the Index:
o the percentage change from the Starting Value to hypothetical
level of the Index on the final Valuation Date;
o the percentage change from the Starting Value to the
hypothetical Average Periodic Value;
o the total amount payable on the maturity date per unit;
o the total rate of return to holders of the Notes;
o the pre-tax annualized rate of return to holder of the Notes;
o the pre-tax annualized rate of return of an investment in the
stocks included in the Index, assuming a percentage change in
the aggregate price of the stocks underlying the Index that
equals the percentage change in the Index from the Starting
Value to the relevant hypothetical level of the Index on the
final Valuation Date, and also assuming aggregate dividend
yield of 3.01% per annum; and
o the pre-tax annualized rate of return of an investment in the
stocks included in the Index, assuming a percentage change in
the aggregate price of the stocks underlying the Index that
equals the percentage change in the Index from the Starting
Value to the relevant hypothetical Average Periodic Value, and
also assuming aggregate dividend yield of 3.01% per annum; and
o including a Minimum Redemption Amount of $120.
Percentage Pretax
Percentage change from Total Pretax annualized
change from Starting amount Pretax annualized rate of
Starting Value to payable on Total annualized rate of return return of
Hypothetical Value to hypothetical the rate of rate of of stocks stocks
Hypothetical Average hypothetical Average maturity return return on included in included in
Final Index Periodic Final Index Periodic date per on the the the the
Level Value Level Value unit(1) Notes Notes(2) Index(2)(3)(4) Index(2)(3)(5)
- ---------------- ----------- --------------- ------------ ----------- ---------- ----------- --------------- -----------------
77.96 136.42 -60% -30% $1,120.00 12.00% 2.28% -13.77% -3.97%
136.42 136.42 -30% -30% $1,120.00 12.00% 2.28% -3.97% -3.97%
194.89(6) 136.42 0% -30% $1,120.00 12.00% 2.28% 3.09% -3.97%
77.96 155.91 -60% -20% $1,120.00 12.00% 2.28% -13.77% -1.41%
155.91 155.91 -20% -20% $1,120.00 12.00% 2.28% -1.41% -1.41%
233.87 155.91 20% -20% $1,120.00 12.00% 2.28% 6.98% -1.41%
97.45 175.40 -50% -10% $1,120.00 12.00% 2.28% -10.04% 0.94%
194.89(6) 175.40 0% -10% $1,120.00 12.00% 2.28% 3.09% 0.94%
292.34 175.40 50% -10% $1,120.00 12.00% 2.28% 12.02% 0.94%
116.93 214.38 -40% 10% $1,120.00 12.00% 2.28% -6.82% 5.10%
214.38 214.38 10% 10% $1,120.00 12.00% 2.28% 5.10% 5.10%
311.82 214.38 60% 10% $1,120.00 12.00% 2.28% 13.53% 5.10%
136.42 233.87 -30% 20% $1,200.00 20.00% 3.68% -3.97% 6.98%
233.87 233.87 20% 20% $1,200.00 20.00% 3.68% 6.98% 6.98%
332.66 233.87 70% 20% $1,200.00 20.00% 3.68% 14.98% 6.98%
155.91 253.36 -20% 30% $1,300.00 30.00% 5.32% -1.41% 8.75%
253.36 253.36 30% 30% $1,300.00 30.00% 5.32% 8.75% 8.75%
350.80 253.36 80% 30% $1,300.00 30.00% 5.32% 16.37% 8.75%
- --------------
(1) The return on your Notes cannot be less than the principal amount plus
the Minimum Redemption Amount per unit.
PS-12
(2) The annualized rates of return specified in this column are calculated on
a semiannual bond equivalent basis and assume an investment term from
November 15, 2005 to November 15, 2010, a term expected to be equal to
that of the Notes.
(3) This rate of return assumes:
(a) a constant dividend yield of 3.01% per annum, paid quarterly from the
date of initial delivery of the Notes, applied to the level of the Index
at the end of each quarter assuming this level increases or decreases
linearly from the Starting Value to the applicable hypothetical Average
Periodic Value; and
(b) no transaction fees or expenses.
(4) assuming a percentage change in the aggregate price of the stocks
underlying the Index that equals the percentage change in the Index from
the Starting Value to the relevant hypothetical final Index level;
(5) assuming a percentage change in the aggregate price of the stocks
underlying the Index that equals the percentage change in the Index from
the Starting Value to the relevant hypothetical Average Periodic Value;
(6) This is the Starting Value.
The above figures are for purposes of illustration only. The actual
amount received by you and the resulting total and pretax annualized rates of
return will depend on the actual Average Periodic Value and term of your
investment.
Adjustments to the Index; Market Disruption Events
If at any time Dow Jones & Company, Inc. ("Dow Jones") makes a
material change in the formula for or the method of calculating the Index, or
in any other way materially modifies the Index so that the Index does not, in
the opinion of the calculation agent, fairly represent the level of the Index
had those changes or modifications not been made, then, from and after that
time, the calculation agent will, at the close of business in New York, New
York, on each date that the closing level of the Index is to be calculated,
make those adjustments as, in the good faith judgment of the calculation
agent, may be necessary in order to arrive at a calculation of a level of a
stock index comparable to the Index as if those changes or modifications had
not been made, and calculate the closing level with reference to the Index, as
so adjusted. Accordingly, if the method of calculating the Index is modified
so that the level of the Index is a fraction or a multiple of what it would
have been if it had not been modified, e.g., due to a split, then the
calculation agent will adjust the Index in order to arrive at a level of the
Index as if it had not been modified, e.g., as if a split had not occurred.
"Market Disruption Event" means either of the following events as
determined by the calculation agent:
(A) the suspension of or material limitation on trading for more
than two hours of trading, or during the one-half hour period
preceding the close of trading, on the applicable exchange
(without taking into account any extended or after-hours
trading session), in 20% or more of the stocks which then
comprise the Index or any successor index; or
(B) the suspension of or material limitation on trading, in each
case, for more than two hours of trading, or during the
one-half hour period preceding the close of trading, on the
applicable exchange (without taking into account any extended
or after-hours trading session), whether by reason of movements
in price otherwise exceeding levels permitted by the applicable
exchange or otherwise, in option contracts or futures contracts
related to the Index, or any successor index, which are traded
on any major U.S. exchange.
For purposes of determining whether a Market Disruption Event has
occurred:
(1) a limitation on the hours in a trading day and/or number of days
of trading will not constitute a Market Disruption Event if it
results from an announced change in the regular business hours
of the applicable exchange;
(2) a suspension in trading in a futures or option contract on the
Index or any successor index to the Index, by a major securities
market by reason of (a) a price change violating limits set by
that securities market, (b) an imbalance of orders relating to
those contracts or (c) a disparity in bid and ask quotes
PS-13
relating to those contracts will constitute a suspension of or
material limitation on trading in futures or option contracts
related to that index;
(3) a suspension of or material limitation on trading on the
applicable exchange will not include any time when that exchange
is closed for trading under ordinary circumstances; and
(4) for the purpose of clause (A) above, any limitations on trading
during significant market fluctuations under NYSE Rule 80B, or
any applicable rule or regulation enacted or promulgated by the
NYSE or any other self regulatory organization or the Securities
and Exchange Commission of similar scope as determined by the
calculation agent, will be considered "material".
As a result of the terrorist attacks the financial markets were
closed from September 11, 2001 through September 14, 2001 and levels of the
Index are not available for those dates. Those market closures would have
constituted Market Disruption Events. The occurrence of a Market Disruption
Event could affect the calculation of the payment at maturity you may receive.
See the section entitled "--Payment on the Maturity Date" in this pricing
supplement.
Discontinuance of the Index
If Dow Jones discontinues publication of the Index and Dow Jones or
another entity publishes a successor or substitute index that the calculation
agent determines, in its sole discretion, to be comparable to the Index (a
"successor index"), then, upon the calculation agent's notification of its
determination to the Trustee (as defined below) and ML&Co., the calculation
agent will substitute the successor index as calculated by Dow Jones or any
other entity for the Index and calculate the Average Periodic Value as
described above under the section entitled "--Payment on the Maturity Date".
Upon any selection by the calculation agent of a successor index, ML&Co. will
cause notice to be given to holders of the Notes.
In the event that Dow Jones discontinues publication of the Index
and:
o the calculation agent does not select a successor index; or
o the successor index is not published on the Valuation Date and the
Index Business Day following the Valuation Date,
the calculation agent will compute a substitute level for the Index in
accordance with the procedures last used to calculate the Index before any
discontinuance. If a successor index is selected or the calculation agent
calculates a level as a substitute for the Index as described below, the
successor index or level will be used as a substitute for the Index for all
purposes, including for purposes of determining whether a Market Disruption
Event exists.
If Dow Jones discontinues publication of the Index before the
Valuation Date and the calculation agent determines that no successor index is
available at that time, then on each Business Day until the earlier to occur
of:
o the determination of the Average Periodic Value; or
o a determination by the calculation agent that a successor index is
available,
the calculation agent will determine the value that would be used in computing
the Supplemental Redemption Amount as described in the preceding paragraph as
if that day were the Valuation Day. The calculation agent will cause notice of
each value to be published not less often than once each month in The Wall
Street Journal (the "WSJ") or another newspaper of general circulation, and
arrange for information with respect to these values to be made available by
telephone.
Notwithstanding these alternative arrangements, discontinuance of the
publication of the Index may adversely affect trading in the Notes.
PS-14
"Business Day" means Any day on which the NYSE, the AMEX and the
Nasdaq are open for trading.
Events of Default and Acceleration
In case an Event of Default with respect to any Notes has occurred
and is continuing, the amount payable to a holder of Notes upon any
acceleration permitted by the Notes, with respect to each $1,000 principal
amount of Notes, will be equal to an amount as described under "--Payment on
the Maturity Date" above, calculated as though the date of default were the
maturity date for the Notes. If a bankruptcy proceeding is commenced in
respect of ML&Co., the claim of the holder of a Note may be limited, under
Section 502(b)(2) of Title 11 of the United States Code, to the $1,000
principal amount per unit plus an additional amount of contingent interest
calculated as though the date of commencement of the proceeding were the
stated maturity date of the Notes.
In case of default in payment of the Notes, whether on the stated
maturity date or upon acceleration, from and after that date the Notes will
bear interest, payable upon demand of their holders, at the rate of 2.25% per
annum, to the extent that payment of such interest shall be legally
enforceable, on the unpaid amount due and payable on that date in accordance
with the terms of the Notes to the date payment of that amount has been made
or duly provided for.
PS-15
THE INDEX
All information herein on the Index is derived from Dow Jones or
other publicly available sources. This information reflects the current
policies of Dow Jones as stated in the publicly available sources. However,
these policies are subject to change by Dow Jones. Dow Jones is under no
obligation to continue to publish the Index and may discontinue publication of
the Index at any time.
The Dow Jones Global Titans 50 Index (index symbol DJGT) is a
float-adjusted index comprised of the stocks of 50 of the world's leading
multinational companies and provides exposure to a number of economies around
the world. The Index was established with a level of 100 as of December 31,
1991. As of November 7, 2005, the component companies of the Index were
headquartered in the following countries (with the number of component
companies noted parenthetically): United States (29); United Kingdom (9);
Switzerland (4); Finland (1); France (1); Germany (1); Italy (1); Japan (1);
the Netherlands (1); South Korea (1) and Spain (1). The component companies of
the Index rank among the world's largest companies; and the stocks of the
component companies are actively traded.
The following table presents the component stocks in the Index based
on publicly available information as of November 7, 2005.
Weighting in
Issuer of Component Stock Country of Incorporation Index
------------------------- ------------------------ -----
Exxon Mobil Corp United States 5.80%
General Electric Co United States 5.76%
Microsoft Corp United States 4.14%
BP PLC United Kingdom 3.91%
Citigroup Inc United States 3.85%
Procter & Gamble Co United States 3.07%
Johnson & Johnson United States 2.91%
Bank of America Corp United States 2.86%
HSBC Holdings PLC United Kingdom 2.84%
Vodafone Group PLC United States 2.65%
Pfizer Inc United States 2.64%
GlaxoSmithKline PLC United Kingdom 2.53%
Altria Group Inc United States 2.45%
Toyota Motor Corp Japan 2.24%
Abbott Laboratories United States 1.06%
American International Group Inc United States 2.41%
Intel Corp United States 2.41%
Total SA France 2.36%
International Business Machines Corp United States 2.15%
Novartis AG Switzerland 2.15%
JPMorgan Chase & Co United States 2.12%
Chevron Corp United States 2.06%
Wal-Mart Stores Inc United States 1.98%
Royal Dutch Shell PLC United Kingdom 1.97%
Nestle SA Switzerland 1.92%
Cisco Systems Inc United States 1.88%
Roche Holding AG Switzerland 1.67%
PepsiCo Inc United States 1.57%
Coca-Cola Co/The United States 1.50%
Royal Bank of Scotland Group PLC United Kingdom 1.45%
UBS AG Switzerland 1.40%
Verizon Communications Inc United States 1.35%
ConocoPhillips United States 1.33%
Samsung Electronics Co Ltd South Korea 1.25%
Time Warner Inc United States 1.24%
SBC Communications Inc United States 1.23%
Nokia OYJ Finland 1.21%
AstraZeneca PLC United Kingdom 1.18%
ENI SpA Italy 1.08%
Barclays PLC United Kingdom 1.06%
Telefonica SA Spain 1.06%
Merck & Co Inc United States 1.04%
Dell Inc United States 1.03%
PS-16
Siemens AG Germany 0.98%
HBOS PLC United Kingdom 0.97%
Wyeth United States 0.96%
ING Groep NV the Netherlands 0.93%
Morgan Stanley United States 0.83%
Walt Disney Co United States 0.82%
BellSouth Corp United States 0.75%
The inclusion of a component stock in the Index should not be
considered a recommendation to buy or sell that stock, and neither ML&Co. nor
any of its affiliates make any representation to any purchaser of the Notes as
to the performance of the Index or any component stock. Holders of the Notes
will not have any right to the component stocks or any dividends paid on the
component stocks.
Stock Selection
The stocks comprising the Index are selected from the Dow Jones World
Index. The Dow Jones World Index is a broad market benchmark that includes
companies headquartered in 34 countries and which participate in 10 economic
sectors, 18 market sectors, 51 industry groups and 89 subgroups, as defined by
the Dow Jones Global Classification Standard.
Dow Jones initially computed the Index as follows:
(a) All of the companies in the Dow Jones World Index were included
in an initial pool,
o if a company had more than one class of stock in the initial
pool, only the most liquid class of stock remained in the
initial pool,
o if a company does not generate revenue from outside its home
country, it was removed from the initial pool.
(b) The selection list for the initial component companies was
derived from the initial pool and was comprised of the 100 companies in the
initial pool with the largest free-float market capitalization.
(c) Companies on the selection list were then ranked by each of the
following factors (weighted as indicated parenthetically), (i) free-float
market capitalization (60%); revenues (20%); and net income (20%).
(d) The top 50 companies based on this final rank were selected as
the initial component companies of the Index.
The composition of the Index is reviewed and revised annually in June
based on the free-float market capitalization of the companies in the Dow
Jones World Index as of the end of the preceding April. Each year the
selection list for the Index is derived from the initial pool discussed above
and is comprised of the stocks of the 50 component companies currently in the
Index plus the stocks of the 50 largest non-component companies in the initial
pool based on free-float market capitalization. All of the companies on the
selection list are then ranked in the manner described in the preceding
paragraph. The top 50 companies based on this ranking are initially selected
as component companies. This initial selection is then finalized in the
following manner: (i) any non-component company falling among the top 30
companies on the selection list will replace the lowest-ranked component
company on the selection list; and (ii) any component company that is not
ranked among the top 70 companies on the selection list is replaced by the
highest ranked non-component company on the selection list. Changes to the
composition of the Index as a result of the annual review process are
implemented in June after a minimum two-week notification period. In addition
to the annual review process, Dow Jones continually reviews the composition of
the Index to reflect extraordinary corporate actions involving the component
companies, such as mergers, takeovers, spinoffs, initial public offerings,
delistings and bankruptcy filings, and publishes a monthly selection list to
indicate possible changes in the composition of the Index at the next annual
review.
The component weights are reviewed and revised quarterly by Dow Jones
in March, June, September and December. At each quarterly update, the
weighting of each component company is capped at 10% of the total free-
PS-17
float market capitalization of the Index. If the free-float weighting of a
component is more than 10%, then it is reduced to 10% by a weighting cap
factor. In addition to the quarterly review process, these weights are
reviewed and revised on a continuous basis to reflect changes of more than 10%
in a component company's number of free-float shares outstanding and other
changes in the number of free-float shares outstanding due to certain
corporate actions.
Dow Jones uses a divisor to calculate the closing level of the Index
and adjusts the divisor as needed to maintain the continuity of the Index and
to prevent distortions due to: changes in the composition of the index;
changes of more than 10% in a component company's number of free-float shares;
and corporate actions involving component companies such as mergers,
takeovers, spinoffs, rights offerings, share repurchases, public offerings,
return of capital distributions, special cash distributions and special stock
distributions of other stocks.
Dow Jones calculates the closing level of the Index on each day on
which the stocks of component companies accounting for at least 50% of the
market capitalization of the Index are trading. For this purpose, Dow Jones
uses a 24-hour dissemination period to reflect the inclusion of foreign
securities in the Index. This means that the calculation of the index closing
level for a particular trading day begins at 5:15 p.m., New York City time, on
the preceding day and ends at 5:15 p.m., New York City time, on that trading
day. The official closing level of the Index is calculated using the last
traded price of each component company stock at the close of trading on its
primary market during that day's dissemination period and is published at 5:30
p.m., New York City time. If, on a particular day, a security does not trade
at all, or trading in a security is suspended before the opening of its
primary market or the primary market for a security is closed due to a
holiday, Dow Jones will use the security's closing price for the previous day
to calculate the closing level for the Index for such day. All trading prices
are converted into U.S. dollars and the closing level for a trading day is
determined by using the last available currency quotes from Reuters before
5:15 p.m., New York City time, on that trading day.
As used in this pricing supplement, "free-float market
capitalization" of a company is equal to its full market capitalization,
adjusted to reflect the number of shares actually available to investors. Four
different kinds of ownership are considered by Dow Jones during the float
adjustment process: cross ownership (shares that are owned by other companies,
including banks and life insurance companies); government ownership (shares
that are owned by governments or their agencies); private ownership (shares
that are owned by individuals, families or charitable trusts and foundations);
and restricted ownership (shares that are not allowed to be traded during a
certain period of time). In determining a company's free-float market
capitalization, if an entity or individual in any of the four categories
mentioned above owns 5% or more of the company's outstanding shares, none of
the shares owned by such entity or individual will be considered outstanding.
However, no adjustment is made for ownership by institutional investors such
as custodian nominees, trustee companies, mutual funds and investment
companies. The number of outstanding shares will also be adjusted if a
government has a foreign ownership restriction of 5% or more, in which case
the lesser of the free-float shares outstanding or the portion that is
available for foreign investment is used for index calculations. If a
company's free-float market capitalization changes due to changes in its
ownership structure, then the new free-float market capitalization amount will
be effective at the next quarterly update of the Index conducted by Dow Jones.
Neither we nor any of our affiliates accepts any responsibility for
the calculation, maintenance, or publication of, or for any error, omission,
or disruption in, the Index or any successor index. Dow Jones does not
guarantee the accuracy or the completeness of the Index or any data included
in the Index. Dow Jones assumes no liability, and disclaims all
responsibility, for any errors, omissions, or disruption in the calculation
and dissemination of the Index.
PS-18
Historical Data on the Index
The following table sets forth the closing level of the Index at the
end of each month in the period from January 2000 through October 2005. This
historical data on the Index is not necessarily indicative of the future
performance of the Index or what the value of the Notes may be. Any historical
upward or downward trend in the level of the Index during any period set forth
below is not any indication that the Index is more or less likely to increase
or decrease at any time during the term of the Notes.
2000 2001 2002 2003 2004 2005
---- ---- ---- ---- ---- ----
January................................ 271.18 240.37 191.12 144.70 186.99 190.70
February............................... 261.75 217.13 187.58 141.87 188.33 197.05
March.................................. 287.39 203.45 194.09 142.71 183.28 191.63
April.................................. 273.57 221.48 179.56 154.70 182.05 190.03
May.................................... 270.48 218.08 179.09 160.59 183.24 192.06
June................................... 271.60 212.15 168.43 163.24 184.91 190.78
July................................... 265.92 208.55 155.32 164.19 180.93 194.53
August................................. 274.29 195.33 155.10 163.41 181.38 194.24
September.............................. 252.61 184.93 137.20 165.36 181.40 197.41
October................................ 254.63 189.14 152.88 170.97 183.34 193.04
November............................... 236.17 198.60 160.92 173.36 189.14
December............................... 231.92 199.70 151.18 184.79 195.01
The following graph sets forth the historical performance of the
Index presented in the preceding table. Past movements of the Index are not
necessarily indicative of future levels of the Index. The level of the Index
as of November 7, 2005 was 194.89.
- -----------------------------------------------------------------------------
DJGT Index
- -----------------------------------------------------------------------------
[GRAPHIC OMITTED]
PS-19
License Agreement
The Notes are not sponsored, endorsed, sold or promoted by Dow Jones.
Dow Jones makes no representation or warranty, express or implied, to the
owners of the Notes or any member of the public regarding the advisability of
investing in securities generally or in the Notes particularly. Dow Jones'
only relationship to the ML&Co. and MLPF&S is the licensing of certain
trademarks, trade names and service marks of Dow Jones and of the Dow Jones
Global Titans 50(SM)Index, which is determined, composed and calculated by Dow
Jones without regard to ML&Co., MLPF&S or the Notes. Dow Jones has no
obligation to take the needs of ML&Co., MLPF&S or the owners of the Notes into
consideration in determining, composing or calculating Dow Jones Global Titans
50(SM)Index. Dow Jones is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the Notes to be
issued or in the determination or calculation of the equation by which the
Notes are to be converted into cash. Dow Jones has no obligation or liability
in connection with the administration, marketing or trading of the Notes.
DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF
THE DOW JONES GLOBAL TITANS 50(SM) INDEX OR ANY DATA INCLUDED THEREIN AND DOW
JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS
THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY ML&CO., MLPF&S, OWNERS OF THE Notes, OR ANY OTHER PERSON OR ENTITY
FROM THE USE OF THE DOW JONES GLOBAL TITANS 50(SM) INDEX OR ANY DATA INCLUDED
THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE OR USE WITH RESPECT TO THE DOW JONES GLOBAL TITANS 50(SM) INDEX OR ANY
DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE,
SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE
POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS
OR ARRANGEMENTS BETWEEN DOW JONES AND ML&CO. AND MLPF&S.
The licensing agreement between MLPF&S and Dow Jones is solely for
their benefit and not for the benefit of the owners of the Notes or any other
third parties.
All disclosures contained in this pricing supplement regarding the
Dow Jones Global Titans 50(SM) Index, including its make-up, method of
calculation and changes in its components are derived from publicly available
information prepared by Dow Jones. ML&Co. and MLPF&S do not assume any
responsibility for the accuracy or completeness of that information.
PS-20
UNITED STATES FEDERAL INCOME TAXATION
Set forth in full below is the opinion of Sidley Austin Brown & Wood
LLP, tax counsel to ML&Co., as to certain United States federal income tax
consequences of the purchase, ownership and disposition of the Notes. This
opinion is based upon laws, regulations, rulings and decisions now in effect,
all of which are subject to change (including retroactive changes in effective
dates) or possible differing interpretations. The discussion below supplements
the discussion set forth under the section entitled "United States Federal
Income Taxation" that is contained in the accompanying prospectus supplement
and supersedes that discussion to the extent that it contains information that
is inconsistent with that which is contained in the accompanying prospectus
supplement. The discussion below deals only with Notes held as capital assets
and does not purport to deal with persons in special tax situations, such as
financial institutions, regulated investment companies, real estate investment
trusts, dealers in securities or currencies, traders in securities that elect
to mark to market, tax-exempt entities (except to the extent specifically
discussed below), persons holding Notes in a tax-deferred or tax-advantaged
account or persons holding Notes as a hedge against currency risks, as a
position in a "straddle" or as part of a "hedging", "conversion" or
"integrated" transaction for tax purposes, or persons whose functional
currency is not the United States dollar. It also does not deal with holders
other than original purchasers. The following discussion also assumes that the
issue price of the Notes, as determined for United States federal income tax
purposes, equals the principal amount thereof. If a partnership holds the
Notes, the tax treatment of a partner in the partnership will generally depend
upon the status of the partner and the activities of the partnership. Thus,
persons who are partners in a partnership holding the Notes should consult
their own tax advisors. Moreover, all persons considering the purchase of the
Notes should consult their own tax advisors concerning the application of the
United States federal income tax laws to their particular situations as well
as any consequences of the purchase, ownership and disposition of the Notes
arising under the laws of any other taxing jurisdiction.
As used in this pricing supplement, the term "U.S. Holder" means a
beneficial owner of a Note that is for United States federal income tax
purposes (a) a citizen or resident of the United States, (b) a corporation,
partnership or other entity treated as a corporation or a partnership that is
created or organized in or under the laws of the United States, any state
thereof or the District of Columbia (other than a partnership that is not
treated as a United States person under any applicable Treasury regulations),
(c) an estate the income of which is subject to United States federal income
taxation regardless of its source, (d) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons have the authority to control all
substantial decisions of the trust or (e) any other person whose income or
gain in respect of a Note is effectively connected with the conduct of a
United States trade or business. Notwithstanding clause (d) of the preceding
sentence, to the extent provided in Treasury regulations, certain trusts in
existence on August 20, 1996, and treated as United States persons prior to
that date that elect to continue to be treated as United States persons also
will be U.S. Holders. As used herein, the term "non-U.S. Holder" means a
beneficial owner of a Note that is not a U.S. Holder.
General
There are no statutory provisions, regulations, published rulings or
judicial decisions addressing or involving the characterization, for United
States federal income tax purposes, of the Notes or securities with terms
substantially the same as the Notes. However, although the matter is not free
from doubt, under current law, each Note should be treated as a debt
instrument of ML&Co. for United States federal income tax purposes. ML&Co.
currently intends to treat each Note as a debt instrument of ML&Co. for United
States federal income tax purposes and, where required, intends to file
information returns with the Internal Revenue Service (the "IRS") in
accordance with this treatment, in the absence of any change or clarification
in the law, by regulation or otherwise, requiring a different characterization
of the Notes. Prospective investors in the Notes should be aware, however,
that the IRS is not bound by ML&Co.'s characterization of the Notes as
indebtedness, and the IRS could possibly take a different position as to the
proper characterization of the Notes for United States federal income tax
purposes. The following discussion of the principal United States federal
income tax consequences of the purchase, ownership and disposition of the
Notes is based upon the assumption that each Note will be treated as a debt
instrument of ML&Co. for United States federal income tax purposes. If the
Notes are not in fact treated as debt instruments of ML&Co. for United States
federal income tax purposes, then the United States federal income tax
treatment of the purchase, ownership and disposition of the Notes could differ
from the treatment discussed below with the result that the timing and
character of income, gain or loss recognized in respect of a Note could differ
from the timing and
PS-21
character of income, gain or loss recognized in respect of a Note had the
Notes in fact been treated as debt instruments of ML&Co. for United States
federal income tax purposes.
U.S. Holders
On June 11, 1996, the Treasury Department issued final regulations
(the "CPDI Regulations") concerning the proper United States federal income
tax treatment of contingent payment debt instruments such as the Notes, which
apply to debt instruments issued on or after August 13, 1996 and, accordingly,
will apply to the Notes. In general, the CPDI Regulations cause the timing and
character of income, gain or loss reported on a contingent payment debt
instrument to substantially differ from the timing and character of income,
gain or loss reported on a conventional non-contingent payment debt
instrument. Specifically, the CPDI Regulations generally require a U.S. Holder
of this kind of instrument to include future contingent and noncontingent
interest payments in income as that interest accrues based upon a projected
payment schedule. Moreover, in general, under the CPDI Regulations, any gain
recognized by a U.S. Holder on the sale, exchange, or retirement of a
contingent payment debt instrument is treated as ordinary income, and all or a
portion of any loss realized could be treated as ordinary loss as opposed to
capital loss (depending upon the circumstances). The CPDI Regulations provide
no definitive guidance as to whether or not an instrument is properly
characterized as a debt instrument for United States federal income tax
purposes.
In particular, solely for purposes of applying the CPDI Regulations
to the Notes, ML&Co. has determined that the projected payment schedule for
the Notes will consist of payment on the maturity date of an amount (the
"Projected Redemption Amount") equal to the sum of the principal amount
thereof and a projected amount equal to $246.64 per Note. This represents an
estimated yield on the Notes equal to 4.462% per annum, compounded
semiannually. Accordingly, during the term of the Notes, a U.S. Holder of a
Note will be required to include in income as ordinary interest an amount
equal to the sum of the daily portions of interest on the Note that are deemed
to accrue at this estimated yield for each day during the taxable year (or
portion of the taxable year) on which the U.S. Holder holds the Note. The
amount of interest that will be deemed to accrue in any accrual period (i.e.,
generally each six-month period during which the Notes are outstanding) will
equal the product of this estimated yield (properly adjusted for the length of
the accrual period) and the Note's adjusted issue price (as defined below) at
the beginning of the accrual period. The daily portions of interest will be
determined by allocating to each day in the accrual period the ratable portion
of the interest that is deemed to accrue during the accrual period. In
general, for these purposes, a Note's adjusted issue price will equal the
Note's issue price (i.e., $1,000 per Note), increased by the interest
previously accrued on the Note. At maturity of a Note, in the event that the
actual Redemption Amount exceeds $1,246.64 per Note (i.e., the Projected
Redemption Amount), a U.S. Holder will be required to include the excess of
the actual Redemption Amount over $1,246.64 per Note (i.e., the Projected
Redemption Amount) in income as ordinary interest on the maturity date.
Alternatively, in the event that the actual Redemption Amount is less than
$1,246.64 per Note (i.e., the Projected Redemption Amount), the amount by
which the Projected Redemption Amount (i.e., $1,246.64 per Note) exceeds the
actual Redemption Amount will be treated first as an offset to any interest
otherwise includible in income by the U.S. Holder with respect to the Note for
the taxable year in which the maturity date occurs to the extent of the amount
of that includible interest. Further, a U.S. Holder will be permitted to
recognize and deduct, as an ordinary loss that is not subject to the
limitations applicable to miscellaneous itemized deductions, any remaining
portion of the Projected Redemption Amount (i.e., $1,246.64 per Note) in
excess of the actual Redemption Amount that is not treated as an interest
offset pursuant to the foregoing rules. In addition, U.S. Holders purchasing a
Note at a price that differs from the adjusted issue price of the Note as of
the purchase date (e.g., subsequent purchases) will be subject to rules
providing for certain adjustments to the foregoing rules and these U.S.
Holders should consult their own tax advisors concerning these rules.
Upon the sale or exchange of a Note prior to the maturity date, a
U.S. Holder will be required to recognize taxable gain or loss in an amount
equal to the difference, if any, between the amount realized by the U.S.
Holder upon that sale or exchange and the U.S. Holder's adjusted tax basis in
the Note as of the date of disposition. A U.S. Holder's adjusted tax basis in
a Note generally will equal the U.S. Holder's initial investment in the Note
increased by any interest previously included in income with respect to the
Note by the U.S. Holder. Any taxable gain will be treated as ordinary income.
Any taxable loss will be treated as ordinary loss to the extent of the U.S.
Holder's total interest inclusions on the Note. Any remaining loss generally
will be treated as long-term or short-term capital loss
PS-22
(depending upon the U.S. Holder's holding period for the Note). All amounts
includible in income by a U.S. Holder as ordinary interest pursuant to the
CPDI Regulations will be treated as original issue discount.
The projected payment schedule (including both the Projected
Redemption Amount and the estimated yield on the Notes) has been determined
solely for United States federal income tax purposes (i.e., for purposes of
applying the CPDI Regulations to the Notes), and is neither a prediction nor a
guarantee of what the actual Redemption Amount will be, or that the actual
Redemption Amount will even exceed the sum of the principal amount and the
Minimum Redemption Amount.
All prospective investors in the Notes should consult their own tax
advisors concerning the application of the CPDI Regulations to their
investment in the Notes. Investors in the Notes may also obtain the projected
payment schedule, as determined by ML&Co. for purposes of applying the CPDI
Regulations to the Notes, by submitting a written request for that information
to Merrill Lynch & Co., Inc., Corporate Secretary's Office, 222 Broadway, 17th
Floor, New York, New York 10038, (212) 670-0432,
corporatesecretary@exchange.ml.com.
The following table sets forth the amount of interest that will be
deemed to have accrued with respect to each Note during each accrual period
over the term of the Notes based upon the projected payment schedule for the
Notes (including both the Projected Redemption Amount and an estimated yield
equal to 4.462% per annum (compounded semiannually)) as determined by ML&Co.
for purposes of applying the CPDI Regulations to the Notes.
Total interest
Interest deemed deemed to have
to accrue on accrued on Notes
Notes during as of end of
accrual period accrual period
Accrual Period (per Note) (per Note)
- -------------------------------------- ----------------- -------------------
November 15, 2005 through May 15, 2006........................................... $22.12 $22.12
May 16, 2006 through November 15, 2006........................................... $22.80 $44.92
November 16, 2006 through May 15, 2007........................................... $23.31 $68.23
May 16, 2007 through November 15, 2007........................................... $23.83 $92.06
November 16, 2007 through May 15, 2008........................................... $24.36 $116.42
May 16, 2008 through November 15, 2008........................................... $24.91 $141.33
November 16, 2008 through May 15, 2009........................................... $25.46 $166.79
May 16, 2009 through November 15, 2009........................................... $26.03 $192.82
November 16, 2009 through May 15, 2010........................................... $26.61 $219.43
May 16, 2010 through November 15, 2010........................................... $27.21 $246.64
- -----
Projected Redemption Amount = $ 1,246.64 per Note.
Unrelated Business Taxable Income
Section 511 of the Internal Revenue Code of 1986, as amended (the
"Code"), generally imposes a tax, at regular corporate or trust income tax
rates, on the "unrelated business taxable income" of certain tax-exempt
organizations, including qualified pension and profit sharing plan trusts and
individual retirement accounts. In general, if the Notes are held for
investment purposes, the amount of income or gain realized with respect to the
Notes will not constitute unrelated business taxable income. However, if a
Note constitutes debt-financed property (as defined in Section 514(b) of the
Code) by reason of indebtedness incurred by a holder of a Note to purchase the
Note, all or a portion of any income or gain realized with respect to such
Note may be classified as unrelated business taxable income pursuant to
Section 514 of the Code. Moreover, prospective investors in the Notes should
be aware that whether or not any income or gain realized with respect to a
Note which is owned by an organization that is generally exempt from U.S.
federal income taxation pursuant to Section 501(a) of the Code constitutes
unrelated business taxable income will depend upon the specific facts and
circumstances applicable to such organization. Accordingly, any potential
investors in the Notes that are generally exempt from U.S. federal income
taxation pursuant to Section 501(a) of the Code are urged to consult with
their own tax advisors concerning the U.S. federal income tax consequences to
them of investing in the Notes.
PS-23
Non-U.S. Holders
A non-U.S. Holder will not be subject to United States federal income
taxes on payments of principal, premium (if any) or interest (including
original issue discount) on a Note, unless the non-U.S. Holder is a direct or
indirect 10% or greater shareholder of ML&Co., a controlled foreign
corporation related to ML&Co. or a bank receiving interest described in
Section 881(c)(3)(A) of the Code. However, income allocable to non-U.S.
Holders will generally be subject to annual tax reporting on IRS Form 1042-S.
For a non-U.S. Holder to qualify for the exemption from taxation, any person,
U.S. or foreign, that has control, receipt or custody of an amount subject to
withholding, or who can disburse or make payments of an amount subject to
withholding (the "Withholding Agent") must have received a statement that (a)
is signed by the beneficial owner of the Note under penalties of perjury, (b)
certifies that the owner is a non-U.S. Holder and (c) provides the name and
address of the beneficial owner. The statement may generally be made on IRS
Form W-8BEN (or other applicable form) or a substantially similar form, and
the beneficial owner must inform the Withholding Agent of any change in the
information on the statement within 30 days of that change by filing a new IRS
Form W-8BEN (or other applicable form). Generally, an IRS Form W-8BEN provided
without a U.S. taxpayer identification number will remain in effect for a
period starting on the date the form is signed and ending on the last day of
the third succeeding calendar year, unless a change in circumstances makes any
information on the form incorrect. If a Note is held through a securities
clearing organization or certain other financial institutions, the
organization or institution may provide a signed statement to the Withholding
Agent. Under certain circumstances, the signed statement must be accompanied
by a copy of the applicable IRS Form W-8BEN (or other applicable form) or the
substitute form provided by the beneficial owner to the organization or
institution.
Under current law, a Note will not be includible in the estate of a
non-U.S. Holder unless the individual is a direct or indirect 10% or greater
shareholder of ML&Co. or, at the time of the individual's death, payments in
respect of that Note would have been effectively connected with the conduct by
the individual of a trade or business in the United States.
Backup withholding
Backup withholding at the applicable statutory rate of United States
federal income tax may apply to payments made in respect of the Notes to
registered owners who are not "exempt recipients" and who fail to provide
certain identifying information (such as the registered owner's taxpayer
identification number) in the required manner. Generally, individuals are not
exempt recipients, whereas corporations and certain other entities generally
are exempt recipients. Payments made in respect of the Notes to a U.S. Holder
must be reported to the IRS, unless the U.S. Holder is an exempt recipient or
establishes an exemption. Compliance with the identification procedures
described in the preceding section would establish an exemption from backup
withholding for those non-U.S. Holders who are not exempt recipients.
In addition, upon the sale of a Note to (or through) a broker, the
broker must withhold on the entire purchase price, unless either (a) the
broker determines that the seller is a corporation or other exempt recipient
or (b) the seller provides, in the required manner, certain identifying
information (e.g., an IRS Form W-9) and, in the case of a non-U.S. Holder,
certifies that the seller is a non-U.S. Holder (and certain other conditions
are met). This type of sale must also be reported by the broker to the IRS,
unless either (a) the broker determines that the seller is an exempt recipient
or (b) the seller certifies its non-U.S. status (and certain other conditions
are met). Certification of the registered owner's non-U.S. status would be
made normally on an IRS Form W-8BEN (or other applicable form) under penalties
of perjury, although in certain cases it may be possible to submit other
documentary evidence.
Any amounts withheld under the backup withholding rules from a
payment to a beneficial owner would be allowed as a refund or a credit against
the beneficial owner's United States federal income tax provided the required
information is furnished to the IRS.
PS-24
ERISA CONSIDERATIONS
Each fiduciary of a pension, profit-sharing or other employee benefit
plan (a "plan") subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), should consider the fiduciary standards of ERISA
in the context of the plan's particular circumstances before authorizing an
investment in the Notes. Accordingly, among other factors, the fiduciary
should consider whether the investment would satisfy the prudence and
diversification requirements of ERISA and would be consistent with the
documents and instruments governing the plan, and whether the investment would
involve a prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code.
Section 406 of ERISA and Section 4975 of the Code prohibit plans, as
well as individual retirement accounts and Keogh plans subject to Section 4975
of the Code (also "plans") from engaging in certain transactions involving
"plan assets" with persons who are "parties in interest" under ERISA or
"disqualified persons" under the Code ("parties in interest") with respect to
the plan or account. A violation of these prohibited transaction rules may
result in civil penalties or other liabilities under ERISA and/or an excise
tax under Section 4975 of the Code for those persons, unless exemptive relief
is available under an applicable statutory, regulatory or administrative
exemption. Certain employee benefit plans and arrangements including those
that are governmental plans (as defined in section 3(32) of ERISA), certain
church plans (as defined in Section 3(33) of ERISA) and foreign plans (as
described in Section 4(b)(4) of ERISA) ("non-ERISA arrangements") are not
subject to the requirements of ERISA or Section 4975 of the Code but may be
subject to similar provisions under applicable federal, state, local, foreign
or other regulations, rules or laws ("similar laws").
The acquisition of the Notes by a plan with respect to which we,
MLPF&S or certain of our affiliates is or becomes a party in interest may
constitute or result in a prohibited transaction under ERISA or Section 4975
of the Code, unless those Notes are acquired pursuant to and in accordance
with an applicable exemption. The U.S. Department of Labor has issued five
prohibited transaction class exemptions, or "PTCEs", that may provide
exemptive relief if required for direct or indirect prohibited transactions
that may arise from the purchase or holding of the Notes. These exemptions
are:
(1) PTCE 84-14, an exemption for certain transactions determined
or effected by independent qualified professional asset
managers;
(2) PTCE 90-1, an exemption for certain transactions involving
insurance company pooled separate accounts;
(3) PTCE 91-38, an exemption for certain transactions involving
bank collective investment funds;
(4) PTCE 95-60, an exemption for transactions involving certain
insurance company general accounts; and
(5) PTCE 96-23, an exemption for plan asset transactions managed
by in-house asset managers.
The Notes may not be purchased or held by (1) any plan, (2) any
entity whose underlying assets include "plan assets" by reason of any plan's
investment in the entity (a "plan asset entity") or (3) any person investing
"plan assets" of any plan, unless in each case the purchaser or holder is
eligible for the exemptive relief available under one or more of the PTCEs
listed above or another applicable similar exemption. Any purchaser or holder
of the Notes or any interest in the Notes will be deemed to have represented
by its purchase and holding of the Notes that it either (1) is not a plan or a
plan asset entity and is not purchasing those Notes on behalf of or with "plan
assets" of any plan or plan asset entity or (2) with respect to the purchase
or holding, is eligible for the exemptive relief available under any of the
PTCEs listed above or another applicable exemption. In addition, any purchaser
or holder of the Notes or any interest in the Notes which is a non-ERISA
arrangement will be deemed to have represented by its purchase and holding of
the Notes that its purchase and holding will not violate the provisions of any
similar law.
PS-25
Due to the complexity of these rules and the penalties that may be
imposed upon persons involved in non-exempt prohibited transactions, it is
important that fiduciaries or other persons considering purchasing the Notes
on behalf of or with "plan assets" of any plan, plan asset entity or non-ERISA
arrangement consult with their counsel regarding the availability of exemptive
relief under any of the PTCEs listed above or any other applicable exemption,
or the potential consequences of any purchase or holding under similar laws,
as applicable.
USE OF PROCEEDS AND HEDGING
The net proceeds from the sale of the Notes will be used as described
under "Use of Proceeds" in the accompanying prospectus and to hedge market
risks of ML&Co. associated with its obligation to pay the Redemption Amount in
connection with the Notes.
SUPPLEMENTAL PLAN OF DISTRIBUTION
MLPF&S has advised ML&Co. that it proposes initially to offer all or
part of the Notes to a dealer that will resell the Notes to the public at the
offering price set forth on the cover page of this pricing supplement. MLPF&S
expects to reallow the discount received by it in connection with its purchase
of Notes to the dealer. After the initial public offering, the public offering
price and the discount allowed to the dealer may be changed. MLPF&S is
offering the Notes subject to receipt and acceptance and subject to MLPF&S's
right to reject any order in whole or in part. Proceeds to be received by
ML&Co. will be net of the underwriting discount and expenses payable by ML&Co.
EXPERTS
The consolidated financial statements, the related financial
statement schedule, and management's report on the effectiveness of internal
control over financial reporting incorporated in this pricing supplement by
reference from Merrill Lynch & Co., Inc.'s Annual Report on Form 10-K for the
year ended December 31, 2004 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
With respect to the unaudited interim condensed consolidated
financial information for the three-month periods ended April 1, 2005 and
March 26, 2004, the three-month and six-month periods ended July 1, 2005 and
June 25, 2004 and the three-month and nine-month periods ended September 30,
2005 and September 24, 2004 which is incorporated herein by reference,
Deloitte & Touche LLP, an independent registered public accounting firm, have
applied limited procedures in accordance with the standards of the Public
Company Accounting Oversight Board (United States) for reviews of such
information. However, as stated in their reports included in Merrill Lynch &
Co., Inc.'s Quarterly Reports on Form 10-Q for the quarters ended April 1,
2005, July 1, 2005 and September 30, 2005 and incorporated by reference
herein, they did not audit and they do not express opinions on that interim
financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the
review procedures applied. Deloitte & Touche LLP are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited interim condensed consolidated financial information
because those reports are not "reports" or a "part" of the registration
statement prepared or certified by an accountant within the meaning of
Sections 7 and 11 of the Act.
PS-26
INDEX OF CERTAIN DEFINED TERMS
APV or Average Periodic Value.............................................PS-4
Business Day.............................................................PS-15
Index.....................................................................PS-3
Index Business Day........................................................PS-4
Market Disruption Event..................................................PS-13
Minimum Redemption Amount.................................................PS-4
Notes.....................................................................PS-1
Participation Rate........................................................PS-4
Redemption Amount.........................................................PS-4
Starting Value............................................................PS-4
successor index..........................................................PS-14
Supplemental Redemption Amount............................................PS-4
Valuation Date............................................................PS-4
PS-27
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[OBJECT OMITTED]]
11,018 Units
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Principal Protected Notes Linked to the Dow Jones Global Titans 50(SM) Index
due November 15, 2010
$1,000 principal amount per unit
--------------------------------------
PRICING SUPPLEMENT
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Merrill Lynch & Co.
November 7, 2005
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