Subject to Completion
Preliminary Pricing Supplement dated January 11, 2006
PRICING SUPPLEMENT
- ------------------
(To prospectus supplement and prospectus dated February 25, 2005)
Pricing Supplement Number:
[LOGO OMITTED]
1,000,000 Units
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
95% Principal Protected Notes
Linked to the Dow Jones-AIG Agriculture Sub-Index(SM)
due July , 2008
(the "Notes")
$10 principal amount per unit
The Notes: Payment on the maturity date:
o The Notes are designed for investors who are willing to forego o The amount you receive on the maturity date per unit
interest payments on the Notes in exchange for the ability to will be based upon the direction and percentage
participate in possible increases in the level of the Dow Jones-AIG change in the value of the Dow Jones-AIG Agriculture
Agriculture Sub-Index (index symbol "DJAIGAG") over the term of Sub-Index over the term of the Notes. If the level of
the Notes. Investors must also be willing to risk losing up to the Dow Jones-AIG Agriculture Sub-Index:
$0.50 per unit of their investment if the level of the Dow Jones-AIG
Agriculture Sub-Index decreases or does not increase sufficiently o has increased, you will receive a payment per unit
over the term of the Notes. equal to $9.50 plus a supplemental redemption
amount expected to be between 110% and 115% of the
o 95% principal protection on the maturity date. percentage increase; or
o There will be no payments prior to the maturity date and we cannot o has decreased or has not increased sufficiently,
redeem the Notes prior to the maturity date. you will receive less than the $10 original
offering price per unit, which may result in a
o The Notes will not be listed on any securities exchange. loss of some of your investment; in no event,
however, will you receive less than $9.50 per unit.
o The Notes will be senior unsecured debt securities of Merrill Lynch
& Co., Inc. and part of a series entitled "Medium-Term Notes, Series o The value of the Dow Jones-AIG Agriculture
C" and will have the CUSIP No. . Sub-Index must increase by a percentage
expected to be between approximately 4.35%
o The settlement date is expected to be January , 2006. and 4.55%, subject to the actual participation
rate, in order for you to receive at least the
$10 original public offering price per unit.
Information included in this pricing supplement supersedes
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-8 of this pricing supplement and the
accompanying prospectus supplement.
------------------------------
Per Unit Total
-------- -----
Public offering price............................................................ $10.00 $
Underwriting discount............................................................ $0.10 $
Proceeds, before expenses, to Merrill Lynch & Co., Inc........................... $9.90 $
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.
------------------------------
Merrill Lynch & Co.
------------------------------
The date of this pricing supplement is January , 2006.
"Dow Jones," "AIG(R)" and "Dow Jones-AIG Agriculture Sub-Index" are service
marks of Dow Jones & Company, Inc. and American International Group, 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, AIG International Inc. or American International Group, Inc., and Dow
Jones, AIG International Inc. or American International Group, Inc. 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-8
DESCRIPTION OF THE NOTES.................................................PS-12
THE DOW JONES-AIG AGRICULTURE SUB-INDEX..................................PS-17
UNITED STATES FEDERAL INCOME TAXATION....................................PS-23
ERISA CONSIDERATIONS.....................................................PS-27
USE OF PROCEEDS AND HEDGING..............................................PS-28
SUPPLEMENTAL PLAN OF DISTRIBUTION........................................PS-28
EXPERTS..................................................................PS-28
INDEX OF CERTAIN DEFINED TERMS...........................................PS-29
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 95% Principal Protected
Notes Linked to the Dow Jones-AIG Agriculture Sub-Index due July , 2008 (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 the Dow Jones-AIG Agriculture
Sub-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 July , 2008. 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 $10 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,
including the risk of loss. 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 was created by AIG International Inc. ("AIG") and Dow Jones
& Company, Inc. ("Dow Jones") in July 2005 and is calculated by Dow Jones in
conjunction with AIGI. The Index is designed to track rolling futures
positions in a basket of seven agricultural commodity futures (each, an "Index
Component") included in the Dow Jones-AIG Commodity Index. Dow Jones publishes
the Index on Bloomberg under the symbol "DJAIGAG". For more information on the
Dow Jones-AIG Agriculture Sub-Index, please see the section entitled "The Dow
Jones-AIG Agriculture Sub-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 Index Components.
How has the Index performed historically?
The Index has only been calculated and published since July 2005.
However, we have included a graph showing the hypothetical and historical
year-end closing levels of the Index for each year from 1991 through 2005 and
a graph and table showing the hypothetical and historical month-end closing
levels of the Index from January 2000 to December 2005 based on the historical
values of the commodities futures included in the Index in the section
entitled "The Dow Jones-AIG Agriculture Sub-Index--Hypothetical historical and
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 unit of the Notes that you own, you
will receive a cash payment equal to the sum of two amounts: the "Minimum
Redemption Amount" and the "Supplemental Redemption Amount", if any.
The principal amount per unit is $10.
The "Minimum Redemption Amount" per unit equals $9.50.
The "Supplemental Redemption Amount" per unit will equal:
(Ending Value - Starting Value)
$10 x Participation Rate x (-----------------------------)
( Starting Value )
but will not be less than zero.
As a result of the foregoing, the level of the Index will need to
increase by a percentage expected to be between approximately 4.35% and 4.55%,
subject to the actual Participation Rate, in order for you to receive an
amount on the maturity date equal to the $10 original public offering price
per unit. If the level of the Index decreases or does not increase
sufficiently, you will receive less than the $10 original public offering
price per unit. In no event, however, will you receive less than $9.50 per
unit.
The "Starting Value" will equal the closing level of the Index on the
date the Notes are priced for initial sale to the public (the "Pricing Date").
The Starting Value will be set forth in the final pricing supplement in
connection with sales of the Notes.
The "Ending Value" means the average of the levels of the Index at
the close of the market on five business days shortly before the maturity date
of the Notes. We may calculate the Ending Value by reference to fewer than
five or even a single day's closing level if, during the period shortly before
the maturity date of the Notes, there is a disruption in the trading of a
sufficient number of Index Components or certain futures or options contracts
relating to the Index.
The "Participation Rate" is a percentage expected to be between 110%
and 115%. We will determine the actual Participation Rate on the Pricing Date
and it will be set forth in the final pricing supplement in connection with
sales of the Notes.
For more specific information about the redemption amount payable on
the maturity date, please see the section entitled "Description of the Notes"
in this pricing supplement.
PS-4
Examples
Set forth below are three examples of Supplemental Redemption Amount
calculations, assuming a hypothetical Starting Value of 59.854 and a
hypothetical Participation Rate of 112.5%, the midpoint of the expected range
of 110% and 115%.
Example 1--On the maturity date, the level of the Index is 90% of the
hypothetical Starting Value:
Minimum Redemption Amount: $9.50
Hypothetical Starting Value: 59.854
Hypothetical Ending Value: 53.869
(53.869 - 59.854) (Supplemental
Supplemental Redemption Amount (per unit) = $10 x(---------------) x 112.5% = $0.00 Redemption
( 59.854 ) Amount cannot
be less than zero)
Total payment on the maturity date (per unit) = $9.50 +$0.00 = $9.50
Example 2--On the maturity date, the level of the Index is 102.5% of the hypothetical Starting Value:
Minimum Redemption Amount: $9.50
Hypothetical Starting Value: 59.854
Hypothetical Ending Value: 61.350
(61.350 - 59.854)
Supplemental Redemption Amount (per unit) = $10 x(---------------) x 112.5% = $0.2813
( 59.854 )
Total payment on the maturity date (per unit) = $9.50 + $0.2813 = $9.7813
Example 3--On the maturity date, the level of the Index is 110% of the hypothetical Starting Value:
Minimum Redemption Amount: $9.50
Hypothetical Starting Value: 59.854
Hypothetical Ending Value: 65.839
(65.839 - 59.854)
Supplement Redemption Amount (per unit) = $10 x (---------------) x 112.5% = $1.1250
( 59.854 )
Total Payment on the maturity date (per unit) = $9.50 + $1.1250 = $10.6250
Will I receive interest payments on the Notes?
You will not receive any interest payments on the Notes, but you will
receive the Minimum Redemption Amount and Supplemental Redemption Amount, if
any, 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 Minimum Redemption Amount and Supplemental Redemption Amount, if
any, 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
amount payable on the maturity date will be, or that the actual amount payable
on the maturity date will even exceed $9.50 per unit of the Notes. We have
determined that this estimated yield
PS-5
will equal % per annum, compounded semi-annually.
Based upon this estimated yield, if you pay your taxes on a calendar
year basis and if you purchase a Note for $10.00 per unit 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: $ in 2006, $
in 2007 and $ in 2008. However, in 2008, the amount of ordinary income that
you will be required to pay taxes on from owning each Note may be greater or
less than $ , depending upon the actual amount you receive on the
maturity date. Also, if the actual amount you receive on the maturity date is
less than $ , you may have a loss which you could deduct against other
income you may have in 2008, 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 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 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, and 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 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. After the initial offering, MLPF&S 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 Ending Value and the Supplemental Redemption Amount, if
applicable (in such capacity, the "Calculation Agent"). 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
PS-6
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-7
RISK FACTORS
Your investment in the Notes will involve certain risks. You should
carefully consider the following discussion of risks and the discussion of
risks included in the accompanying prospectus supplement before deciding
whether an investment in the Notes is suitable for you.
Your investment may result in a loss
We will not repay you a fixed amount of principal on the Notes at
maturity. The payment you receive on maturity date on the Notes will depend on
the change in the level of the Index. Because the level of the Index is
subject to market fluctuations, the amount of cash you receive on the maturity
date may be more or less than the $10 original public offering price per unit.
If the Ending Value is not at least a specified percentage (which is expected
to be between approximately 4.35% and 4.55%) above the Starting Value, the
amount you receive on the maturity date will be less than the $10 original
public offering price per unit. As a result, you may lose some of your
investment in the Notes. Even if the Ending Value is greater than the Starting
Value, the increase in the level of the Index may not be sufficient to cause
the amount you will receive on the maturity date to exceed the $10 original
public offering price per unit. The amount you receive on the maturity date
will, however, never be less than $9.50 per unit.
Your yield may be lower than the yield on a standard debt security of
comparable maturity
The yield that you will receive on your Notes, which could be
negative, 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 standard
senior non-callable 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.
Ownership of the Notes does not entitle you to any rights with respect to the
commodities or commodity futures tracked by the Index
You will not own or have any beneficial or other legal interest in,
and will not be entitled to any rights with respect to any of the commodities
or commodity futures included in the Index.
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, and 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.
PS-8
Lack of Regulation by the CFTC
Unlike an investment in the Notes, an investment in a collective
investment vehicle that invests in futures contracts on behalf of its
participants may be regulated as a commodity pool and its operator may be
required to be registered with and regulated by the Commodity Futures Trading
Commission (the "CFTC") as a "commodity pool operator" (a "CPO"). Because the
Notes are not interests in a commodity pool, the Notes will not be regulated
by the CFTC as a commodity pool, ML&Co. will not be registered with the CFTC
and you will not benefit from the CFTC's or any non-United States regulatory
authority's regulatory protections afforded to persons who trade in futures
contracts or who invest in regulated commodity pools. The Notes do not
constitute investments by you in futures contracts traded on regulated futures
exchanges, which may only be transacted through a person registered with the
CFTC as a "futures commission merchant" ("FCM"). ML&Co. is not registered with
the CFTC as an FCM and you will not benefit from the CFTC's or any other
non-United States regulatory authority's regulatory protections afforded to
persons who trade in futures contracts on a regulated futures exchange through
a registered FCM.
The Index is a rolling index
The Index is composed of futures contracts on physical commodities.
Unlike equities, which typically entitle the holder to a continuing stake in a
corporation, commodity futures contracts have a set expiration date and
normally specify a certain date for delivery of the underlying physical
commodity. In the case of the Index, as the exchange-traded futures contracts
that comprise the Index approach the month before expiration, they are
replaced by contracts that have a later expiration. This process is referred
to as "rolling". If the market for these contracts is (putting aside other
considerations) in "backwardation", where the prices are lower in the distant
delivery months than in the nearer delivery months, the sale of the nearer
delivery month contract would take place at a price that is higher than the
price of the distant delivery month contract, thereby creating a positive
"roll yield". There is no indication that these markets will consistently be
in backwardation or that there will be roll yield in future performance.
Instead, these markets may trade in contango. Contango markets are those in
which the prices of contracts are higher in the distant delivery months than
in the nearer delivery months. Certain of the commodities included in the
Index have historically traded in contango markets. Contango (or the absence
of backwardation) in the commodity markets would result in negative "roll
yields" which would adversely affect the value of the Index and the value of
the Notes.
The Notes are linked to the Dow Jones-AIG Agriculture Sub-Index and not the
Dow Jones-AIG Agriculture Total Return Sub-IndexSM
The Notes are linked to the Dow Jones-AIG Agriculture Sub-Index,
which is comprised of the agricultural components of the Dow Jones-AIG
Commodity Index, and not the Dow Jones-AIG Agriculture Total Return Sub-Index.
The Dow Jones-AIG Agriculture Sub-Index reflects returns that are potentially
available through an unleveraged investment in the Index Components. The Dow
Jones-AIG Agriculture Total Return Sub-Index is a total return index which, in
addition to reflecting the same returns of the Dow Jones-AIG Agriculture
Sub-Index, also reflects interest that could be earned on cash collateral
invested in hypothetical three-month U.S. Treasury bills. Because the Notes
are linked to the Dow Jones-AIG Agriculture Sub-Index and not the Dow
Jones-AIG Agriculture Total Return Sub-Index, the return from an investment in
the Notes will not reflect this total return feature.
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 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 United States 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.
PS-9
The level of the Index is expected to affect the trading value of the
Notes. We expect that the market 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
value 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 that
value because of the expectation that the Index will continue to fluctuate
until the Ending Value is determined.
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 United States interest
rates increase, we expect the trading value of the Notes will decrease and,
conversely, if United States interest rates decrease, we expect the trading
value of the Notes will increase.
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.
As the time remaining to the stated maturity date of the Notes
decreases, the "time premium" associated with the Notes is expected to
decrease. We anticipate that before their stated maturity date, the Notes may
trade at a value above that which would be expected based on the level of
interest rates and the level of the Index. This difference will reflect a
"time premium" due to expectations concerning the level of the Index during
the period before the stated maturity date of the Notes. However, as the time
remaining to the stated maturity date of the Notes decreases, we expect that
this time premium will decrease, lowering the trading value of the Notes.
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 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.
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. We expect,
however that the effect on the trading value of the Notes of a given change in
the level of the Index will be greater if it occurs later in the term of the
Notes than if it occurs earlier in the term of the Notes.
Amounts payable on the Notes may be limited by state law
New York State law governs the 1983 Indenture under which the Notes
will be issued. New York has usury laws that limit the amount of interest that
can be charged and paid on loans, which includes debt securities like the
Notes. Under present New York law, the maximum rate of interest is 25% per
annum on a simple interest basis. This limit may not apply to debt securities
in which $2,500,000 or more has been invested.
While we believe that New York law would be given effect by a state
or federal court sitting outside of New York, many other states also have laws
that regulate the amount of interest that may be charged to and paid by a
borrower. We will promise, for the benefit of the holders of the Notes, to the
extent permitted by law, not to voluntarily claim the benefits of any laws
concerning usurious rates of interest.
Potential conflicts
Our subsidiary MLPF&S is our agent for the purposes of calculating,
among other things, the Ending Value and the Supplemental Redemption Amount.
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 the section 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.
PS-10
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.
Tax consequences
You should consider the tax consequences of investing in the Notes.
See "United States Federal Income Taxation" in this pricing supplement.
PS-11
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 July
, 2008. Information included in this pricing supplement supersedes 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 .
While on the maturity date a holder of a Note will receive an amount
equal to the Minimum Redemption Amount and Supplemental Redemption Amount, if
any, 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 will not be subject to redemption by ML&Co. or at the
option of any holder of the Notes before the maturity date.
ML&Co. will issue the Notes in denominations of whole units each with
a $10 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, a holder of a Note will be entitled to receive
the Minimum Redemption Amount of that Note plus a Supplemental Redemption
Amount, if any, all as provided below. If the Ending Value is not sufficiently
higher than the Starting Value, a holder of a Note will be entitled to receive
only the Minimum Redemption Amount of the Note.
The "Minimum Redemption Amount" for a Note is $9.50.
The "Supplement Redemption Amount" for a Note will be determined by
the Calculation Agent and will equal:
(Ending Value - Starting Value)
$10 x (-----------------------------) x Participation Rate
Starting Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero.
The "Starting Value" will equal the closing level of the Index on the
date the Notes are priced for initial sale to the public (the "Pricing Date").
The Starting Value will be set forth in the final pricing supplement in
connection with sales of the Notes.
The "Ending Value" will be determined by the Calculation Agent and
will equal the average of the closing levels of the Index determined on each
day of the first five Calculation Days during the Calculation Period. If there
are fewer than five Calculation Days during the Calculation Period, then the
Ending Value will equal the average of the closing levels of the Index on
those Calculation Days. If there is only one Calculation Day during the
Calculation Period, then the Ending Value will equal the closing level of the
Index on that Calculation Day. If no Calculation Days occur during the
Calculation Period, then the Ending Value will equal the closing level of the
Index determined on the last scheduled Business Day in the Calculation Period,
regardless of the occurrence of a Market Disruption Event (as described below
under "---Adjustments to the Index; Market Disruption Events") on that
scheduled Business Day.
PS-12
The "Participation Rate" will equal a percentage expected to be
between 110% and 115%. We will determine the actual Participation Rate on the
Pricing Date and it will be set forth in the final pricing supplement in
connection with sales of the Notes.
The "Calculation Period" means the period from and including the
seventh scheduled Business Day before the maturity date to and including the
second scheduled Business Day before the maturity date.
A "Calculation Day" means any Business Day during the Calculation
Period on which a Market Disruption Event has not occurred.
"Business Day" means any day on which the Index or any successor
index is calculated and published.
All determinations made by the Calculation Agent, absent a
determination of a manifest error, will be conclusive for all purposes and
binding on ML&Co. and the holders and beneficial owners of the Notes.
PS-13
Hypothetical returns
The following table illustrates, for the hypothetical Starting Value
of 59.85 and a range of hypothetical average closing levels of the Index:
o the percentage change from the hypothetical Starting Value to the
hypothetical Ending Value;
o the total amount payable on the maturity date for each unit of
Notes;
o the total rate of return to holders of the Notes;
o the pretax annualized rate of return to holders of Notes; and
o the pretax annualized rate of return of an investment in the
commodities included in the Index.
This table includes a Participation Rate of 112.5%, the midpoint of the
expected range of 110% to 115%.
Pretax
Hypothetical Percentage annualized
Ending change from the Total amount Total Pretax rate of return
Value hypothetical payable on the rate annualized of commodity
during the Starting Value to maturity date per of return rate of futures
Calculation the hypothetical unit of the on the return on included in
Period Ending Value Notes Notes the Notes (1) the Index (1)(2)
- ------------------- ------------------- ------------------ ------------ ---------------- --------------------
35.912 -40.00% 9.5000 -5.00% -2.04% -19.43%
41.898 -30.00% 9.5000 -5.00% -2.04% -13.78%
47.883 -20.00% 9.5000 -5.00% -2.04% -8.73%
53.869 -10.00% 9.5000 -5.00% -2.04% -4.17%
59.854(3) 0.00% 9.5000(4) -5.00% -2.04% 0.00%
61.350 2.50% 9.7813 -2.19% -0.88% 0.99%
62.847 5.00% 10.0625 0.63% 0.25% 1.96%
65.839 10.00% 10.6250 6.25% 2.44% 3.85%
71.825 20.00% 11.7500 17.50% 6.56% 7.43%
77.810 30.00% 12.8750 28.75% 10.37% 10.78%
83.796 40.00% 14.0000 40.00% 13.93% 13.93%
89.781 50.00% 15.1250 51.25% 17.26% 16.90%
- -----------------
(1) The annualized rates of return specified in the preceding table are
calculated on a semiannual bond equivalent basis and assume an
investment term from January 10, 2006 to July 10, 2008, a term
expected to be equal to that of the Notes.
(2) This rate of return assumes:
(a) a percentage change in the aggregate price of the
commodities futures included in the Index that equals the
percentage change in the Index from the hypothetical
Starting Value to the relevant hypothetical Ending Value;
and
(b) no transaction fees or expenses.
(3) This is the hypothetical Starting Value. The actual Starting Value
will be set forth in the final pricing supplement in connection with
sales of the Notes.
(4) The amount you receive on the maturity date will not be less than the
Minimum Redemption Amount.
The above figures are for purposes of illustration only. The actual
Supplemental Redemption Amount received by you, if any, and the resulting
total and pretax annualized rate of return will depend on the actual Starting
Value, Ending Value, Participation Rate and the term of your investment.
Adjustments to the Index; Market Disruption Events
If at any time Dow Jones or AIGI changes its method of calculating
the Index, or the level of the Index changes, in any material respect, or if
the Index is in any other way modified so that the Index does not, in the
PS-14
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 futures 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 any 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 any futures contract used in the
calculation of the Index or any successor index;
(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 relevant 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; or
(C) the failure on any day of the applicable exchange
to publish the official daily settlement prices for
that day for any futures contract used in the
calculation of the Index.
For the purpose 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 on the applicable exchange
(without taking into account any extended or
after-hours trading session), in any futures
contract used in the calculation of the Index or
any successor index, by reason of a price change
reflecting the maximum permitted price change from
the previous trading day's settlement price will
constitute a Market Disruption Event; and
(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.
As a result of the terrorist attacks on September 11, 2001, many of
the commodities markets were closed on September 12, 2001 and September 13,
2001, and levels of the Index were not available for those dates. These market
closures would have constituted Market Disruption Events. The occurrence of a
Market Disruption Event could affect the calculation of the payment you may
receive on the maturity date. See the section entitled "--Payment on the
Maturity Date" in this pricing supplement.
Discontinuance of the Index
If Dow Jones and AIGI discontinue publication of the Index and Dow
Jones, AIGI 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 that determination to the trustee and ML&Co., the Calculation
Agent will substitute the successor index as calculated by Dow Jones, AIGI or
any other entity for the Index and calculate the Ending Value as described
above under "--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.
PS-15
In the event that Dow Jones and AIGI discontinue publication of the
Index and:
o the Calculation Agent does not select a successor index; or
o the successor index is not published on any of the Calculation
Days,
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 the purpose of determining whether a Market Disruption
Event exists.
If Dow Jones and AIGI discontinue publication of the Index before the
Calculation Period and the Calculation Agent determines that no successor
index is available at that time, then on each Dow Jones-AIG Business Day until
the earlier to occur of:
o the determination of the Ending Value; and
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 a Calculation 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 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.
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 a Notes upon any
acceleration permitted by the Notes, with respect to each $10 principal amount
per unit, will be equal to the sum of the Minimum Redemption Amount per unit
plus the Supplemental Redemption Amount, if any, calculated as though the date
of acceleration were the stated maturity date of the Notes. If a bankruptcy
proceeding is commenced in respect of ML&Co., the claim of the holder of a
Notes may be limited, under Section 502(b)(2) of Title 11 of the United States
Code, to the Minimum Redemption Amount per unit plus an additional amount of
contingent interest calculated as though the date of the 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 % per
annum, to the extent that payment of any interest is 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-16
THE DOW JONES-AIG AGRICULTURE SUB-INDEX
The Dow Jones-AIG Agriculture Sub-Index (the "Index") is a
proprietary index that was created by AIG International Inc. ("AIGI") and Dow
Jones & Company, Inc. ("Dow Jones") in July 2005 and is calculated by Dow
Jones in conjunction with AIGI. The Commodity Index is designed to track
rolling futures positions in a basket of seven agriculture commodity futures
(each, an "Index Component") which are included in the Dow Jones-AIG Commodity
Index. Dow Jones publishes the Index on Bloomberg under the symbol "DJAIGAG".
The Index tracks what is known as a rolling futures position, which
is a position where, on a periodic basis, futures contracts on physical
commodities specifying delivery on a nearby date must be sold and futures
contracts on physical commodities that have not yet reached the delivery
period must be purchased. An investor with a rolling futures position is able
to avoid delivering underlying physical commodities while maintaining exposure
to those commodities. The rollover for each Index Component occurs over a
period of five Dow Jones-AIG Business Days each month according to a
pre-determined schedule. The methodology for determining the composition and
weighting of the Index and for calculating its level is subject to
modification by Dow Jones and AIGI at any time. Currently, Dow Jones
disseminates the Index level at approximately 15 second intervals from 8:00
a.m. to 3:00 p.m., New York time, and publishes a daily settlement price for
the Index at approximately 5:00 p.m., New York time, on each Dow Jones-AIG
Business Day on Bloomberg page DJAIGAG.
The seven commodities for 2006 that comprise the Index are
(weightings as of January 6, 2006 noted in parentheses): coffee (10.51 %);
corn (17.14%); cotton (10.93%); soybeans (24.52%); soybean oil (8.55%); sugar
(13.66%); and wheat (14.70%).
The calculation of the Index follows the same rules as the
calculation of the Dow-Jones-AIG Commodity Index described below; provided
that the daily value of the Index is determined by summing the product of the
prices of the Index Components and their respective CIMs (as defined below).
A "Dow Jones-AIG Business Day" means a day on which the sum of the
Dow Jones-AIG Commodity Index Percentages (as described below under "--Annual
Reweighting and Rebalancing of the Dow Jones-AIG Commodity Index") for the Dow
Jones-AIG Commodity Index Commodities that are open for trading is greater
than 50%.
The Dow Jones-AIG Commodity Index
The Dow Jones-AIG Commodity Index is a proprietary index that was
created by Dow Jones and AIGI to provide a liquid and diversified benchmark
for commodities. The Dow Jones-AIG Commodity Index was established on July 14,
1998 and is currently comprised of futures contracts on nineteen physical
commodities. A commodity futures contract is an agreement that provides for
the purchase and sale of a specified type and quantity of a commodity during a
stated delivery month for a fixed price. The nineteen commodities for 2006
that comprise the Dow Jones-AIG Commodity Index (the "Dow Jones-AIG Commodity
Index Commodities") are (weightings as of January 6, 2006 noted in
parentheses): aluminum (6.88%); coffee (2.86%); copper (6.84%); corn (4.67%);
cotton (2.97%); crude oil (13.92%); gold (5.87%); heating oil (4.23%); lean
hogs (2.86%); live cattle (5.12%); natural gas (14.98%); nickel (1.96%);
silver (2.18%); soybeans (6.67%); soybean oil (2.33%); sugar (3.72%); unleaded
gasoline (4.62%); wheat (4.00%); and zinc (3.33%). Futures contracts on the
Dow Jones-AIG Commodity Index are currently listed for trading on the Chicago
Board of Trade (the "CBOT"). The Dow Jones-AIG Commodity Index Commodities
currently trade on United States exchanges, with the exception of aluminum,
nickel and zinc, which trade on the London Metal Exchange (the "LME").
Designated Contracts for each Dow Jones-AIG Commodity Index Commodity
A futures contract known as a Designated Contract is selected by the
Dow Jones-AIG Oversight Committee (the "Oversight Committee") for each Dow
Jones-AIG Commodity Index Commodity. With the exception of several LME
contracts, where the Oversight Committee believes that there exists more than
one futures contract with sufficient liquidity to be chosen as a Designated
Contract for a Dow Jones-AIG Commodity Index Commodity, the Oversight
Committee selects the futures contract that is traded in North America and
denominated in United States dollars. If more than one of those contracts
exists, the Oversight Committee will select the most actively traded contract.
Data concerning this Designated Contract will be used to calculate the Dow
Jones-AIG Commodity Index. The termination or replacement of a futures
contract on an established exchange occurs infrequently. If a Designated
Contract were to be terminated or replaced, a comparable futures contract
would be selected, if available, to replace
PS-17
that Designated Contract. The Designated Contracts for the Dow Jones-AIG
Commodity Index Commodities included in the Dow Jones-AIG Commodity
Index for 2005 are traded on the LME, the CBOT, the Coffee, Sugar & Cocoa
Exchange (the "CSCE"), the Commodities Exchange (the "COMEX"), the New York
Cotton Exchange (the "NYCE") and the New York Mercantile Exchange (the
"NYMEX").
Commodity Groups
The commodities included in the Dow Jones-AIG Commodity Index are
assigned to "Commodity Groups". The Commodity Groups, and the commodities
currently included in each Commodity Group, are as follows:
Index Weighting by Commodity Group as of January 6, 2006
Energy...................................................... 37.75%
Industrial Metals .......................................... 19.01%
Grains ..................................................... 15.34%
Livestock................................................... 7.98%
Softs....................................................... 9.55%
Precious Metals............................................. 8.05%
Vegetable Oil .............................................. 2.33%
Commodity Group: Commodities: Commodity Group: Commodities:
- ------------------------------ ----------------------------- ---------------------------- ------------
Energy..................... Crude Oil Softs...................... Coffee
Heating Oil Cotton
Natural Gas Sugar
Unleaded Gasoline
Industrial Metals.......... Aluminum Precious Metals............ Gold
Copper Silver
Nickel
Zinc
Grains..................... Corn Vegetable Oil.............. Soybean Oil
Soybeans
Wheat
Livestock.................. Lean Hogs Live Cattle
Annual Reweighting and Rebalancing of the Dow Jones-AIG Commodity Index
The Dow Jones-AIG Commodity Index is reweighted and rebalanced each
year in January on a price-percentage basis. The annual weightings for the Dow
Jones-AIG Commodity Index are determined each year in June or July by AIGI
under the supervision of the Oversight Committee. The Oversight Committee was
established by Dow Jones and AIGI to assist with the operation of the Dow
Jones-AIG Commodity Index. The annual weightings are announced in July and
implemented the following January. The composition of the Dow Jones-AIG
Commodity Index for 2006 was approved by the Oversight Committee at a meeting
held in July 2005 and became effective in January 2006.
The relative weightings of the component commodities included in the
Dow Jones-AIG Commodity Index are determined annually according to both
liquidity and dollar-adjusted production data in two-thirds and one-third
shares, respectively. Each June, for each commodity designated for potential
inclusion in the Dow Jones-AIG Commodity Index, liquidity is measured by the
commodity liquidity percentage (the "CLP") and production by the commodity
production percentage (the "CPP"). The CLP for each commodity is determined by
taking a five-year average of the product of the trading volume and the
historic dollar value of the Designated Contract for that commodity, and
dividing the result by the sum of the products for all commodities which were
designated for potential inclusion in the Dow Jones-AIG Commodity Index. The
CPP is determined for each commodity by taking a five-year average of annual
world production figures, adjusted by the historic dollar value of the
Designated Contract, and dividing the result by the sum of the production
figures for all the commodities which were designated for potential inclusion
in the Dow Jones-AIG Commodity Index. The CLP and CPP are then combined (using
a ratio of 2:1) to establish the Commodity Dow Jones-AIG Commodity Index
Percentage (the "CIP") for each commodity.
PS-18
The CIP is then adjusted in accordance with the diversification rules
described below in order to determine the commodities which will be included
in the Dow Jones-AIG Commodity Index and their respective percentage weights.
To ensure that no single commodity or commodity sector dominates the
Dow Jones-AIG Commodity Index, the following diversification rules are applied
to the annual reweighting and rebalancing of the Dow Jones-AIG Commodity Index
as of January of the applicable year:
o No related group of commodities designated as a Commodity Group
(e.g., energy, precious metals, livestock or grains) may
constitute more than 33% of the Dow Jones-AIG Commodity Index;
o No single commodity may constitute more than 15% of the Dow
Jones-AIG Commodity Index;
o No single commodity, together with its derivatives (e.g., crude
oil, together with heating oil and unleaded gasoline), may
constitute more than 25% of the Dow Jones-AIG Commodity Index;
and
o No single commodity in the Dow Jones-AIG Commodity Index may
constitute less than 2% of the Dow Jones-AIG Commodity Index.
Following the annual reweighting and rebalancing of the Dow Jones-AIG
Commodity Index in January, the percentage of any single commodity or group of
commodities at any time prior to the next reweighting or rebalancing will
fluctuate and may exceed or be less than the percentage set forth above.
Following application of the diversification rules discussed above,
the CIPs are incorporated into the Dow Jones-AIG Commodity Index by
calculating the new unit weights for each Dow Jones-AIG Commodity Index
Commodity. Near the beginning of each new calendar year, the CIPs, along with
the settlement prices on that date for the Dow Jones-AIG Commodity Index
components, are used to determine the commodity index multiplier (the "CIM")
for each Dow Jones-AIG Commodity Index Commodity. The CIM is used to achieve
the percentage weightings of the Dow Jones-AIG Commodity Index Commodities, in
dollar terms, indicated by their respective CIPs. After the CIMs are
calculated, they remain fixed throughout the year. As a result, the observed
price percentage of each Dow Jones-AIG Commodity Index Commodity will float
throughout the year, until the CIMs are reset the following year based on new
CIPs.
Computation of the Dow Jones-AIG Commodity Index
The Dow Jones-AIG Commodity Index is calculated by Dow Jones, in
conjunction with AIGI by applying the impact of the changes to the prices of
the Dow Jones-AIG Commodity Index Components (based on their relative
weightings). Once the CIMs are determined as discussed above, the calculation
of the Dow Jones-AIG Commodity Index is a mathematical process whereby the
CIMs for the Dow Jones-AIG Commodity Index Components are multiplied by the
prices for the Dow Jones-AIG Commodity Index Components. These products are
then summed. The percentage change in this sum is then applied to the prior
Dow Jones-AIG Commodity Index level to calculate the current Dow Jones-AIG
Commodity Index level.
PS-19
Hypothetical historical and historical data on the Index
The Index has only been calculated and published since July 2005,
however we have included the following graph setting forth the hypothetical
closing levels of the Index on the last business day of each year from 1991
through 2005, based on the historical values of the commodities futures
included in the Index. The hypothetical historical performance of the Index
should not be taken as an indication of future performance, and no assurance
can be given that the level of the Index will not decline or that you will
receive a Supplemental Redemption Amount on the maturity date.
[GRAPHIC OMITTED]
The following table sets forth, for the hypothetical (for the periods
prior to July 2005) and historical (commencing in July 2005) closing levels of
the Index at the end of each month in the period from January 2000 through
December 2005 based on historical values of the commodities futures included
in the Index during that time period. This hypothetical historical and
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 upward or
downward trend in the level of the Index during any period set forth below is
not an indication that the Index is more or less likely to increase or
decrease at any time over the term of the Notes.
2000 2001 2002 2003 2004 2005
------- -------- -------- -------- --------- ----------
January.................................... 76.327 65.057 53.218 65.028 74.676 58.492
February................................... 73.487 64.513 52.558 63.536 79.105 66.171
March...................................... 77.615 59.495 55.605 62.301 80.206 65.472
April...................................... 74.297 59.713 52.900 63.625 78.386 64.302
May........................................ 74.789 57.337 56.872 62.796 73.643 64.882
June....................................... 68.613 57.773 58.671 61.264 68.606 63.447
July....................................... 67.573 61.220 61.686 60.165 62.137 64.245
August..................................... 69.510 59.025 63.643 64.489 65.617 58.495
September.................................. 67.889 55.184 64.015 66.677 60.227 58.767
October.................................... 66.319 53.548 66.026 71.736 59.080 57.065
November................................... 67.449 56.238 65.614 69.612 60.242 55.533
December................................... 67.536 53.891 63.159 71.205 61.199 59.914
PS-20
The following graph sets forth the hypothetical historical and
historical performance of the Index presented in the preceding table. Past
movements of the Index are not necessarily indicative of the future
performance of the Index.
[GRAPHIC OMITTED]
License Agreement
Dow Jones, AIGI and MLPF&S have entered into a non-exclusive license
agreement providing for the license to MLPF&S, in exchange for a fee, of the
right to use the Dow Jones-AIG Agriculture Sub-Index in connection with
certain securities, including the Notes. ML&Co. is an authorized sub-licensee
under the license agreement.
The license agreement among Dow Jones, AIGI and MLPF&S provides that
the following language must be set forth in this pricing supplement:
""Dow Jones," "AIG," "Dow Jones-AIG Agriculture Sub-Index" and "Dow
Jones-AIG Commodity Index," are service marks of Dow Jones & Company, Inc.
("Dow Jones") and American International Group, Inc. ("American International
Group"), as the case may be, and have been licensed for use for certain
purposes by ML&Co. The Notes are not sponsored, endorsed, sold or promoted by
Dow Jones, AIG International Inc. ("AIGI"), American International Group, or
any of their respective subsidiaries or affiliates, and none of Dow Jones,
AIGI, American International Group, or any of their respective subsidiaries or
affiliates, makes any representation regarding the advisability of investing
in the Notes.
The Notes are not sponsored, endorsed, sold or promoted by Dow Jones,
American International Group, AIGI or any of their subsidiaries or affiliates.
None of Dow Jones, American International Group, AIGI or any of their
subsidiaries or affiliates makes any representation or warranty, express or
implied, to the owners of or counterparts to the Notes or any member of the
public regarding the advisability of investing in securities or commodities
generally or in the Notes particularly. The only relationship of Dow Jones,
American International Group, AIGI or any of their respective subsidiaries or
affiliates to ML&Co. is the licensing of certain trademarks, trade names and
service marks and of the Dow Jones-AIG Commodities Index and Dow Jones-AIG
Agriculture Sub-Index, which are determined, composed and calculated by Dow
Jones in conjunction with AIGI without regard to ML&Co. or the Notes. Dow
Jones and AIGI have no obligation to take the needs of ML&Co. or the owners of
the Notes into consideration in determining, composing or calculating the Dow
Jones-AIG Agriculture Sub-Index. None of Dow Jones, American International
Group, AIGI or any of their respective subsidiaries or affiliates is
responsible for or has 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.
None of Dow Jones, American International Group, AIGI or any of their
subsidiaries or affiliates shall have any obligation or liability, including,
without limitation, to holders of the Notes, in connection with the
administration, marketing or trading of the Notes. Notwithstanding the
foregoing, AIGI, American International Group and their respective
subsidiaries and
PS-21
affiliates may independently issue and/or sponsor financial products
unrelated to the Notes currently being issued by ML&Co., but which may be
similar to and competitive with the Notes. In addition, American International
Group, AIGI and their subsidiaries and affiliates actively trade commodities,
commodity indexes and commodity futures (including the Dow Jones-AIG Commodity
Index and the Dow Jones-AIG Agriculture Sub-Index), as well as swaps, options
and derivatives which are linked to the performance of such commodities,
commodity indexes and commodity futures. It is possible that this trading
activity will affect the value of the Dow Jones-AIG Agriculture Sub-Index, Dow
Jones-AIG Commodity Index and the Notes.
This pricing supplement relates only to the Notes and does not relate
to the exchange-traded physical commodities underlying any of the Dow
Jones-AIG Agriculture Sub-Index or Dow Jones-AIG Commodity Index components.
Investors in the Notes should not conclude that the inclusion of a futures
contract in the Dow Jones-AIG Agriculture Sub-Index or Dow Jones-AIG Commodity
Index is any form of investment recommendation of the futures contract or the
underlying exchange-traded physical commodity by Dow Jones, American
International Group, AIGI or any of their subsidiaries or affiliates. The
information in this pricing supplement regarding the Dow Jones-AIG Agriculture
Sub-Index and Dow Jones-AIG Commodity Index components has been derived solely
from publicly available documents. None of Dow Jones, American International
Group, AIGI or any of their subsidiaries or affiliates has made any due
diligence inquiries with respect to the Dow Jones-AIG Agriculture Sub-Index or
Dow Jones-AIG Commodity Index components in connection with the Notes. None of
Dow Jones, American International Group, AIGI or any of their subsidiaries or
affiliates makes any representation that these publicly available documents or
any other publicly available information regarding the Dow Jones-AIG
Agriculture Sub-Index or Dow Jones-AIG Commodity Index components, including
without limitation a description of factors that affect the prices of such
components, are accurate or complete.
NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI OR ANY OF THEIR
SUBSIDIARIES OR AFFILIATES GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF
DOW JONES-AIG AGRICULTURE SUB-INDEX, THE DOW JONES-AIG COMMODITY INDEX OR ANY
DATA INCLUDED THEREIN AND NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP,
AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES SHALL HAVE ANY LIABILITY FOR
ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NONE OF DOW JONES, AMERICAN
INTERNATIONAL GROUP, AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ML&CO., OWNERS
OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES-AIG
AGRICULTURE SUB-INDEX, DOW JONES-AIG COMMODITY INDEX OR ANY DATA INCLUDED
THEREIN. NONE OF DOW JONES, AMERICAN INTERNATIONAL GROUP, AIGI OR ANY OF THEIR
SUBSIDIARIES OR AFFILIATES MAKES ANY 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-AIG AGRICULTURE
SUB-INDEX, DOW JONES-AIG COMMODITY INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT
LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, AMERICAN
INTERNATIONAL GROUP, AIGI OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES 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 AMONG DOW JONES,
AIGI AND ML&CO., OTHER THAN AMERICAN INTERNATIONAL GROUP."
All disclosures contained in this pricing supplement regarding the
Dow Jones-AIG Agriculture Sub-Index, including its make-up, method of
calculation and changes in its components, are derived from publicly available
information prepared by Dow Jones and AIGI. ML&Co. and MLPF&S do not assume
any responsibility for the accuracy or completeness of that information.
PS-22
UNITED STATES FEDERAL INCOME TAXATION
Set forth in full below is the opinion of Sidley Austin 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 or persons holding Notes in a
tax-deferred or tax-advantaged account (except to the extent specifically
discussed below), 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
PS-23
character of income, gain or loss recognized in respect of a Note could differ
from the timing and 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 a projected amount
(the "Projected Redemption Amount") equal to $ per unit of the Notes. This
represents an estimated yield on the Notes equal to % per annum, compounded
semi-annually. 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., $10.00 per unit of the Notes), increased by the
interest previously accrued on the Note. At maturity of a Note, in the event
that the actual amount payable on the maturity date (the "Actual Redemption
Amount") exceeds $ per unit of the Notes (i.e., the Projected Redemption
Amount), a U.S. Holder will be required to include the excess of the Actual
Redemption Amount over $ per unit of the Notes (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 $
per unit of the Notes (i.e., the Projected Redemption Amount), the amount by
which the Projected Redemption Amount (i.e., $ per unit of the Notes)
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., $ per unit of the Notes)
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-24
(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 amount payable on the maturity date will be, or
that the actual amount payable on the maturity date will even exceed $9.50 per
unit of the Notes.
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.
Hypothetical Table
The following table sets forth the amount of interest that would be
deemed to have accrued with respect to each $10.00 principal amount per unit
of the Notes during each accrual period over an assumed term of two years and
six months for the Notes based upon a hypothetical projected payment schedule
for the Notes (including both a hypothetical Projected Redemption Amount and a
hypothetical estimated yield equal to % per annum (compounded semi-annually))
as determined by ML&Co. for purposes of illustrating the application of the
CPDI Regulations to the Notes as if the Notes had been issued on January 11,
2006 and were scheduled to mature on July 11, 2008. The following table is for
illustrative purposes only. The actual projected payment schedule for the
Notes (including both the actual Projected Redemption Amount and the actual
estimated yield) will be determined by ML&Co. on the Pricing Date and will
depend upon actual market interest rates (and thus ML&Co.'s borrowing costs
for debt instruments with comparable maturities) as of that date. The actual
projected payment schedule for the Notes (including both the actual Projected
Redemption Amount and the actual estimated yield) and the actual tax accrual
table will be set forth in the final pricing supplement delivered in
connection with sales of 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 unit) (per unit)
- ------------------------------------------- --------------------- ------------------
January 11, 2006 through July 11, 2006........................................... $ $
July 12, 2006 through January 11, 2007........................................... $ $
January 12, 2007 through July 11, 2007........................................... $ $
July 12, 2007 through January 11, 2008........................................... $ $
January 12, 2008 through July 11, 2008........................................... $ $
- --------------------------
Hypothetical Projected Redemption Amount = $ per unit of the Notes.
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
PS-25
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.
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-26
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-27
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 directly to the public on a fixed price basis at the
offering price set forth on the cover page of this pricing supplement. After
the initial public offering, the public offering price may be changed. The
obligations of MLPF&S are subject to certain conditions and it is committed to
take and pay for all of the Notes if any are taken.
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-28
INDEX OF CERTAIN DEFINED TERMS
Business Day..............................................................PS-13
Calculation Agent..........................................................PS-6
Calculation Day...........................................................PS-13
Calculation Period........................................................PS-13
Dow Jones-AIG Business Day................................................PS-17
Ending Value...............................................................PS-4
Index......................................................................PS-3
Index Component............................................................PS-3
Market Disruption Event...................................................PS-15
Minimum Redemption Amount..................................................PS-4
Notes......................................................................PS-3
Participation Rate.........................................................PS-4
Pricing Date...............................................................PS-4
Starting Value.............................................................PS-4
successor index...........................................................PS-15
Supplemental Redemption Amount.............................................PS-4
PS-29
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[LOGO OMITTED]
1,000,000 Units
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
95% Principal Protected Notes
Linked to the Dow Jones-AIG Agriculture Sub-Index(SM)
due July , 2008
$10 principal amount per unit
--------------------------------------
PRICING SUPPLEMENT
--------------------------------------
Merrill Lynch & Co.
January , 2006
==============================================================================