Subject to Completion
Preliminary Pricing Supplement dated March 22, 2006
PRICING SUPPLEMENT
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(To prospectus supplement and prospectus dated February 25, 2005)
Pricing Supplement Number:
[GRAPHIC OMITTED]
Units
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
7% Callable STock Return Income DEbt Securities(SM)
due April , 2007
"Callable STRIDES(SM)"
Payable on the maturity date with Intel Corporation common stock
$25 original public offering price per unit
------------------------
The Callable STRIDES:
o The Callable STRIDES are designed for will be listed or, if listed, will
investors seeking interest payments on remain listed for the entire term of the
their investment and who want to Callable STRIDES.
participate in the change in the price
of Intel Corporation's common stock over o The Callable STRIDES will be senior
the term of the Callable STRIDES, unsecured debt securities of Merrill
subject to ML&Co.s right to call the Lynch & Co., Inc. and part of a series
Callable STRIDES. entitled "Medium-Term Notes, Series C"
and will have the CUSIP No.: .
o We may call the Callable STRIDES
beginning October , 2006 through and o Linked to the price of Intel Corporation
including April , 2007. common stock (trading symbol "INTC").
Intel Corporation has not authorized or
o We will pay interest on the $25 original approved the Callable STRIDES in any way
public offering price per unit of the and has no financial or legal obligation
Callable STRIDES quarterly, at the rate with respect to the Callable STRIDES.
of 7% per year, beginning July , 2006.
o The settlement date for the Callable
o The initial share multiplier for the STRIDES is expected to be April , 2006.
Callable STRIDES will be based upon the
volume weighted average price of one Payment on the Maturity Date:
share of Intel Corporation common stock
on the date the Callable STRIDES are o If the Callable STRIDES have not been
priced for initial sale to the public. redeemed or we have not called the
The initial share multiplier will be set Callable STRIDES prior to or on the
so that the product of the volume stated maturity date, for each Callable
weighted average price of one share of STRIDES you own on the maturity date, in
Intel Corporation common stock on the addition to accrued and unpaid interest,
date the Callable STRIDES are priced for we will deliver to you a number of
initial sale to the public and the shares of Intel Corporation common stock
initial share multiplier equals $25, the equal to the then current share
original public offering price of one multiplier.
unit of the Callable STRIDES. The share
multiplier will be subject to adjustment o On the maturity date, if the price of
for certain corporate events relating to Intel Corporation common stock has
Intel Corporation as described in this decreased, the value of Intel
pricing supplement. Corporation common stock that you will
receive will be less than the $25
o If the closing market price of Intel original public offering price per unit
Corporation common stock falls below of your Callable STRIDES.
$1.00, the Callable STRIDES will be
redeemed prior to their stated maturity Payment if called by Merrill Lynch & Co.,
date. If redeemed, we will deliver for Inc.:
each Callable STRIDES a number of shares
of Intel Corporation common stock equal o If we call the Callable STRIDES on or
to the then current share multiplier, after October , 2006, we will pay you a
plus a redemption amount as described in cash amount that, together with all
this pricing supplement. other payments made on the Callable
STRIDES from the original issue date to
o We have applied to have the Callable and including the call date, will
STRIDES listed on the American Stock provide a yield to call between 13% and
Exchange under the trading symbol "MIS". 17% per year on the original public
If approval of this application is offering price per unit of the Callable
granted, the Callable STRIDES will be STRIDES from the original issue date
listed on the American Stock Exchange at until the call date. The actual yield to
the time of such approval. We make no call will be determined on the date the
representations, however, that the Callable STRIDES are priced for initial
Callable STRIDES sale to the public and will be set forth
in the final pricing supplement.
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 Callable STRIDES involves risks that are described
in the "Risk Factors" section beginning on page PS-7 of this pricing
supplement and the accompanying prospectus supplement.
----------------------------
Per Unit Total
-------- -----
Public offering price (1).................................................... $25.00 $
Underwriting discount........................................................ $.25 $
Proceeds, before expenses, to Merrill Lynch & Co., Inc....................... $24.75 $
(1) Plus accrued interest from April , 2006, if settlement occurs
after that date.
The public offering price and the underwriting discount for any
single transaction to purchase 100,000 units or more will be $24.875
per unit and $.125 per unit, respectively.
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 March , 2006.
"STock Return Income DEbt Securities" and "STRIDES" are service marks of
Merrill Lynch & Co., Inc.
TABLE OF CONTENTS
Pricing Supplement
Page
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SUMMARY INFORMATION--Q&A..................................................PS-3
RISK FACTORS..............................................................PS-7
DESCRIPTION OF THE CALLABLE STRIDES......................................PS-11
THE DELIVERABLE SHARES...................................................PS-23
UNITED STATES FEDERAL INCOME TAXATION....................................PS-25
ERISA CONSIDERATIONS.....................................................PS-29
USE OF PROCEEDS AND HEDGING..............................................PS-30
SUPPLEMENTAL PLAN OF DISTRIBUTION........................................PS-30
EXPERTS..................................................................PS-30
INDEX OF CERTAIN DEFINED TERMS...........................................PS-31
ANNEX A....................................................................A-1
Prospectus Supplement
Page
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RISK FACTORS...............................................................S-3
DESCRIPTION OF THE NOTES...................................................S-4
UNITED STATES FEDERAL INCOME TAXATION ....................................S-23
PLAN OF DISTRIBUTION......................................................S-30
VALIDITY OF THE NOTES.....................................................S-32
Prospectus
Page
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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................................................13
DESCRIPTION OF CURRENCY WARRANTS............................................15
DESCRIPTION OF INDEX WARRANTS...............................................16
DESCRIPTION OF PREFERRED STOCK..............................................22
DESCRIPTION OF DEPOSITARY SHARES............................................27
DESCRIPTION OF PREFERRED STOCK WARRANTS.....................................31
DESCRIPTION OF COMMON STOCK.................................................33
DESCRIPTION OF COMMON STOCK WARRANTS........................................36
PLAN OF DISTRIBUTION........................................................39
WHERE YOU CAN FIND MORE INFORMATION.........................................39
INCORPORATION OF INFORMATION WE FILE WITH THE SEC...........................40
EXPERTS.....................................................................41
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 Callable STock Return
Income DEbt SecuritiesSM due April , 2007 (the "Callable STRIDES(SM)") payable
on the maturity date with Intel Corporation (the "Underlying Company") common
stock (the "Deliverable Shares"). You should carefully read this pricing
supplement and the accompanying prospectus supplement and prospectus to fully
understand the terms of the Callable STRIDES and the tax and other
considerations that are important to you in making a decision about whether to
invest in the Callable STRIDES. You should carefully review the "Risk Factors"
sections of this pricing supplement and the accompanying prospectus
supplement, which highlight certain risks associated with an investment in the
Callable STRIDES, to determine whether an investment in the Callable STRIDES
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 Callable STRIDES?
The Callable STRIDES 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 Callable STRIDES will rank equally with all of our
other unsecured and unsubordinated debt. The Callable STRIDES will mature on
April , 2007, unless redeemed or called by us, as described in this pricing
supplement.
Each unit will represent a single Callable STRIDES with a $25
original public offering price per unit. You may transfer the Callable STRIDES
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 Callable STRIDES 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 Callable STRIDES. 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 Callable STRIDES is subject to risks,
including the risk of loss. Please refer to the sections entitled "Risk
Factors" in this pricing supplement and the accompanying prospectus
supplement.
What is the Underlying Company?
The Underlying Company has disclosed that it is the world's largest
semiconductor chip maker and develops advanced integrated digital technology
platforms for the computing and communications industries. Its products
include chips, boards and other semiconductor components that are the building
blocks for computers, servers, and networking and communications products. You
should independently investigate the Underlying Company and decide whether an
investment in the Callable STRIDES linked to the Deliverable Shares is
appropriate for you.
Because the Deliverable Shares are registered under the Securities
Exchange Act of 1934, the Underlying Company is required to file periodically
certain financial and other information specified by the SEC. Information
provided to or filed with the SEC by the Underlying Company can be located by
reference to SEC file number 000-06217 and inspected at the SEC's public
reference facilities or accessed over the Internet through the SEC's web site.
In addition, information regarding the Underlying Company may be obtained from
other sources including, but not limited to, press releases, newspaper
articles and other publicly disseminated information. We make no
representation or warranty as to the accuracy or completeness of that
information. For further information, please see the sections entitled "The
Deliverable Shares--The Underlying Company" and "Where You Can Find More
Information" in this pricing supplement and the accompanying prospectus.
What is the Underlying Company's role in the Callable STRIDES?
The Underlying Company has not authorized or approved the Callable
STRIDES and has no financial or legal obligations relating to the Callable
STRIDES or to amounts to be paid to you, including any obligation to take the
needs of ML&Co. or of holders of the Callable STRIDES into consideration for
PS-3
any reason. The Underlying Company will not receive any of the proceeds of the
offering of the Callable STRIDES and is not responsible for, and has not
participated in, the offering of the Callable STRIDES and is not responsible
for, and will not participate in, the determination or calculation of the
amount receivable by holders of the Callable STRIDES. ML&Co. is not affiliated
with the Underlying Company.
How have the Deliverable Shares performed historically?
You can find a table with the high and low closing prices per share
of the Deliverable Shares during each quarter from the first quarter of 2001
to the present in the section entitled "The Deliverable Shares--Historical
Data" in this pricing supplement.
We have provided this information to help you evaluate the behavior
of the Deliverable Shares in various economic environments; however, this
information is not necessarily indicative of how the Deliverable Shares will
perform in the future.
What will I receive on the maturity date of the Callable STRIDES?
On the maturity date, if we have not previously redeemed or called
the Callable STRIDES, for each unit of the Callable STRIDES that you own, in
addition to accrued and unpaid interest, we will deliver to you a number of
Deliverable Shares equal to the then current share multiplier. The initial
"Share Multiplier" will be determined on the date the Callable STRIDES are
priced for initial sale to the public (the "Pricing Date") so that the product
of the volume weighted average price of the Deliverable Shares on the Pricing
Date and the initial Share Multiplier equals $25, the original public offering
price of one unit of the Callable STRIDES. The initial Share Multiplier will
be set forth in the final pricing supplement made available in connection with
the sales of the Callable STRIDES. The Share Multiplier will be subject to
adjustment to account for certain corporate events relating to the Underlying
Company as described in this pricing supplement. If March 17, 2006 was the
Pricing Date for the Callable STRIDES, based upon the volume weighted average
price of one Deliverable Share of $19.5711, the Share Multiplier would equal
1.27739371.
We will not distribute fractional Deliverable Shares. Instead, the
number of Deliverable Shares to be delivered on the maturity date will be
aggregated and the value of the fractional share will be paid in cash. Please
see the section entitled "Description of the Callable STRIDES--Fractional
Shares" in this pricing supplement.
For more specific information regarding the corporate events referred
to above, please see the section entitled "Description of the Callable
STRIDES--Share Multiplier Adjustment" and "--Reorganization Events" in this
pricing supplement.
The opportunity to participate in possible increases in the price of
the Deliverable Shares through an investment in the Callable STRIDES is
limited because if we call the Callable STRIDES the total yield on your
investment will never exceed an amount between 13% and 17% per year. However,
in the event that the price of the Deliverable Shares declines over the term
of the Callable STRIDES, you will realize the entire decline in the value of
the Callable STRIDES and may lose a part or all of your initial investment.
For more information about risks associated with the Callable STRIDES, please
see the section entitled "Risk Factors" in this pricing supplement and the
accompanying prospectus supplement.
When will I receive interest?
Interest on the Callable STRIDES will accrue at the rate of 7% per
year on the $25 original public offering price per unit from and including
April , 2006 or from the most recent interest payment date for which interest
has been paid or provided for to but excluding the maturity date, redemption
date or the date we call the Callable STRIDES. You will receive quarterly
interest payments on January , April , July and October of each year during
the term of the Callable STRIDES, beginning July , 2006. If any interest
payment date is not a Business Day, you will receive payment of any accrued
and unpaid interest on the following Business Day with no additional interest
as a result of the delay.
How does the call feature work?
We may call the Callable STRIDES on any scheduled Business Day
beginning on October , 2006, through and including the maturity date (the day
on which the call occurs, if any, being the "Call Date") by giving notice to
the trustee of the Callable STRIDES at least ten Business Days prior to the
Call Date as described in this pricing supplement and specifying the Call
Date, Call Price (as described below) and amount of accrued and unpaid
interest payable on the Call Date. The Call Price will be determined based
upon the applicable Call Date. The Call Price will equal $ if we call the
Callable STRIDES on October , 2006, the first date the Callable STRIDES may be
called, and $ if we call the Callable
PS-4
STRIDES on April , 2007, the last date the Callable STRIDES may be called. For
a list of hypothetical month-end, midmonth, first and last Call Prices from
September 21, 2006 (the hypothetical first Call Date) through the hypothetical
stated maturity date, please see the section entitled "Description of the
Callable STRIDES--Hypothetical Call Prices" in this pricing supplement; and
for an example of the Call Price calculation, please see Annex A to this
pricing supplement. If we elect to exercise our call option, the Call Price
will be disclosed to DTC, or its nominee, while the Callable STRIDES are held
by DTC as depositary. So long as DTC, or its nominee, is the registered holder
of the Callable STRIDES, notice of our election to exercise the call option
will be forwarded as described in the section entitled "Description of Debt
Securities--Depositary" in the accompanying prospectus. The Call Price does
not include the amount of unpaid interest accrued to but excluding the Call
Date; however, on the Call Date you will receive an amount equal to the Call
Price plus any accrued and unpaid interest to but excluding the Call Date (the
"Final Amount").
The "Call Price" on any Call Date is the amount of cash, per Callable
STRIDES, that when discounted from the Call Date to the original issue date by
a discount factor based on an annual yield to call between 13% and 17% and
when added to the present value of all interest payments made through and
including the applicable Call Date discounted to the original issue date by
that same discount factor, will equal the original public offering price. The
actual yield to call will be determined on the Pricing Date and will be set
forth in the final pricing supplement made available in connection with the
sales of the Callable STRIDES. The yield to call represents the annual
interest rate used in determining the present values, discounted to the
original issue date, of all payments made or to be made on the Callable
STRIDES, including the Call Price and all interest payments, such that the sum
of these present values is equal to the original public offering price. The
present values of the interest payments made on the Callable STRIDES will be
calculated assuming each payment is made on the calendar day scheduled for
that payment, without regard to whether that day is a Business Day.
When will I receive cash instead of the Deliverable Shares?
If we call the Callable STRIDES, you will receive the Call Price in
cash. Please see the section entitled "Description of the Callable
STRIDES--Call at the Option of ML&Co." in this pricing supplement.
Also, we will not distribute fractional Deliverable Shares. If the
number of Deliverable Shares to be delivered on the maturity date is not
divisible by a whole number, we will aggregate all share amounts due on the
maturity date, and in lieu of delivering a fractional Deliverable Share, we
will pay the cash value of the fractional share as more fully described in the
section entitled "Description of the Callable STRIDES--Fractional Shares" in
this pricing supplement.
What about taxes?
The United States federal income tax consequences of an investment in
the Callable STRIDES are complex and uncertain. By purchasing a Callable
STRIDES, you and ML&Co. agree, in the absence of an administrative
determination, judicial ruling or other authoritative guidance to the
contrary, to characterize and treat a Callable STRIDES for all tax purposes as
an investment unit consisting of a debt instrument of ML&Co. and a forward
contract to acquire the Deliverable Shares (subject to early cancellation).
Under this characterization and treatment of the Callable STRIDES, for United
States federal income tax purposes, you will generally include payments of
interest on the Callable STRIDES in income in accordance with your regular
method of tax accounting. You should review the discussion under the section
entitled "United States Federal Income Taxation" in this pricing supplement.
Will the Callable STRIDES be listed on a stock exchange?
We have applied to have the Callable STRIDES listed on the American
Stock Exchange (the "AMEX") under the trading symbol "MIS". If approval of
this application is granted, the Callable STRIDES will be listed on the AMEX
at the time of such approval. We make no representation, however, that the
Callable STRIDES will be listed on the AMEX or, if listed, will remain listed
for the entire term of the Callable STRIDES. In any event, you should be aware
that the listing of the Callable STRIDES on the AMEX will not necessarily
ensure that a liquid trading market will be available for the Callable
STRIDES. You should review the section entitled "Risk Factors--There may be an
uncertain trading market for the Callable STRIDES and the market price you may
receive or be quoted for your Callable STRIDES on a date prior to the stated
maturity date will be affected by this and other important factors, including
our costs of
PS-5
developing, hedging and distributing the Callable STRIDES" in this pricing
supplement.
What price can I expect to receive if I sell the Callable STRIDES prior to the
stated maturity date?
In determining the economic terms of the Callable STRIDES, and
consequently the potential return on the Callable STRIDES to you, a number of
factors are taken into account. Among these factors are certain costs
associated with creating, hedging and offering the Callable STRIDES. In
structuring the economic terms of the Callable STRIDES, 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 Callable
STRIDES.
If you sell your Callable STRIDES prior to the stated maturity date,
you will receive a price determined by market conditions for the Callable
STRIDES. This price may be influenced by many factors, such as interest rates,
volatility and the current price of the Deliverable Shares, and the
expectations of the amount, if any, by which the price of the Deliverable
Shares, will change. In addition, the price, if any, at which you could sell
your Callable STRIDES in a secondary market transaction is expected to be
affected by the factors that we considered in setting the economic terms of
the Callable STRIDES, namely the underwriting discount paid in respect of the
Callable STRIDES and other costs associated with the Callable STRIDES, and
compensation for developing and hedging the product. Depending on the impact
of these factors, you may receive significantly less than the $25 original
public offering price per unit of your Callable STRIDES if sold before the
stated maturity date.
In a situation where there has been no movement in the price of the
Deliverable Shares and no changes in the market conditions or any other
relevant factors from those existing on the date of this pricing supplement,
the price, if any, at which you could sell your Callable STRIDES in a
secondary market transaction is expected to be lower than the $25 original
public offering price per unit. This is due to, among other things, our costs
of developing, hedging and distributing the Callable STRIDES. Any potential
purchasers for your Callable STRIDES 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 Callable STRIDES. After the initial offering, MLPF&S currently intends to
buy and sell Callable STRIDES to create a secondary market for holders of the
Callable STRIDES, and may stabilize or maintain the Closing Market Price of
the Callable STRIDES during the initial distribution. However, MLPF&S will not
be obligated to engage in any of these market activities or to continue them
once it has started.
MLPF&S also will be our agent for purposes of calculating, among
other things, the Call Price and the number of Deliverable Shares deliverable
to you on the maturity date. Under certain circumstances, these duties could
result in a conflict of interest between MLPF&S as our subsidiary and its
responsibilities as calculation agent.
What is ML&Co.?
Merrill Lynch & Co., Inc. is a holding company with various
subsidiaries and affiliated companies that provide investment, financing,
insurance and related services on a global basis.
For information about ML&Co., see the section entitled "Merrill Lynch
& Co., Inc." in the accompanying prospectus. You should also read the other
documents we have filed with the SEC, which you can find by referring to the
section entitled "Where You Can Find More Information" in the accompanying
prospectus.
PS-6
RISK FACTORS
Your investment in the Callable STRIDES will involve certain risks.
You should consider carefully the following discussion of risks and the
discussion of risks included in the accompanying prospectus supplement before
you decide that an investment in the Callable STRIDES is suitable for you.
Your investment may result in a loss
We will not repay you a fixed amount of principal on the maturity
date or upon early redemption. If the Callable STRIDES have not been redeemed
and we do not elect to exercise our call option on or prior to the maturity
date, for each Callable STRIDES you own on the maturity date you will receive
a number of Deliverable Shares equal to the then current Share Multiplier.
Because the price of the Deliverable Shares is subject to market fluctuations,
the value of the Deliverable Shares that we will deliver to you on the
maturity date may be more or less than the original public offering price of
the Callable STRIDES. The value of the Callable STRIDES may decline, and that
decline could be substantial. If you purchase your Callable STRIDES in the
initial distribution, and if, on the maturity date, the value of the
Deliverable Shares has declined from its volume weighted average price on the
Pricing Date, as adjusted by the application of the Share Multiplier, your
investment in the Callable STRIDES will result in a loss to you of part or all
of your initial investment.
In addition, if on any date the Closing Market Price of one
Deliverable Share declines to less than $1.00, the Callable STRIDES will be
redeemed early and you will receive for each Callable STRIDES you own (1) a
number of Deliverable Shares equal to the then current Share Multiplier, (2)
accrued and unpaid interest to but excluding the Redemption Date, as defined
in this pricing supplement, and (3) a cash amount equal to the present value
of the additional interest that would have been paid through the stated
maturity but for the early redemption.
The Callable STRIDES are subject to being called at our option
We may call all of the Callable STRIDES on any scheduled Business Day
beginning October , 2006 to and including the maturity date. In the event that
we elect to call the Callable STRIDES, you will receive only the Call Price
and any accrued and unpaid interest to but excluding the Call Date, and you
will not be entitled to receive Deliverable Shares on the maturity date. Due
to our ability to call the Callable STRIDES, your total annualized yield will
be capped by an amount between 13% and 17% of the original public offering
price.
Your yield may be lower than the yield on other standard debt securities of
comparable maturity
The yield that you will receive on your Callable STRIDES, which could
be negative, in addition to the interest payments you receive, may be less
than the return you could earn on other investments. Your yield may be less
than the yield you would earn if you bought a traditional interest bearing
debt security of ML&Co. with the same stated maturity date. Your investment
may not reflect the full opportunity cost to you when you take into account
factors that affect the time value of money. Unlike traditional interest
bearing debt securities, the Callable STRIDES do not guarantee the return of a
principal amount on the maturity date.
Your return may be limited and will not be identical to the return of owning
the Deliverable Shares
The opportunity to participate in the possible increases in the price
of the Deliverable Shares through an investment in the Callable STRIDES is
limited because the amount you receive if we call the Callable STRIDES will
never exceed a total annualized yield between 13% and 17% of the original
public offering price. However, if we choose not to exercise our call option
and the value of the Deliverable Shares declines over the term of the Callable
STRIDES, you will realize a decline in value of the Callable STRIDES and will
lose a part or all of your initial investment.
In addition, your return on the Callable STRIDES will not reflect the
return you would realize if you actually owned the Deliverable Shares and
received the dividends, if any, paid on the Deliverable Shares. You will not
be entitled to receive dividends, if any, paid on the Deliverable Shares
unless and until you actually hold the Deliverable Shares on the applicable
record date for the payment of a dividend.
PS-7
There may be an uncertain trading market for the Callable STRIDES and the
market price you may receive or be quoted for your Callable STRIDES 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
Callable STRIDES
We have applied to have the Callable STRIDES listed on the AMEX under
the trading symbol "MIS". If approval of this application is granted, the
Callable STRIDES will be listed on the AMEX at the time of such approval. We
make no representation, however, that the Callable STRIDES will be listed on
the AMEX or, if listed, will remain listed for the entire term of the Callable
STRIDES. In any event, you should be aware that the listing of the Callable
STRIDES on the AMEX does not necessarily ensure that a trading market will
develop for the Callable STRIDES. If a trading market does develop, there can
be no assurance that there will be liquidity in the trading market. The
development of a trading market for the Callable STRIDES will depend on our
financial performance and other factors, such as the appreciation, if any, in
the price of the Deliverable Shares. In addition, it is unlikely that
increases or decreases in the secondary market price of the Callable STRIDES
will correlate exactly with increases or decreases in the price of the
Deliverable Shares.
If the trading market for the Callable STRIDES is limited, there may
be a limited number of buyers for your Callable STRIDES if you do not wish to
hold your investment until the stated maturity date. This may affect the price
you receive.
If a market-maker (which may be MLPF&S) makes a market in the
Callable STRIDES, the price it quotes would reflect any changes in market
conditions and other relevant factors. In addition, the price at which you
could sell your Callable STRIDES in a secondary market transaction is expected
to be affected by factors that we considered in setting the economic terms of
the Callable STRIDES, namely the underwriting discount paid in respect of the
Callable STRIDES and other costs associated with the Callable STRIDES, and
compensation for developing and hedging the product. This listed price could
be higher or lower than the original issue price. MLPF&S is not obligated to
make a market in the Callable STRIDES.
Assuming there is no change in the price of the Deliverable Shares
and no change in market conditions or any other relevant factors, the price at
which a purchaser (which may include MLPF&S) might be willing to purchase your
Callable STRIDES in a secondary market transaction is expected to be lower
than the original issue price. This is due to, among other things, the fact
that the original issue price included, and secondary market prices are likely
to exclude, underwriting discount paid with respect to, and the developing and
hedging costs associated with, the Callable STRIDES.
Many factors affect the trading value of the Callable STRIDES; 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 Callable STRIDES 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 Callable STRIDES caused by another factor
and that the effect of one factor may exacerbate the decrease in the trading
value of the Callable STRIDES 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 Callable STRIDES attributable to another
factor, such as an increase in the price of the Deliverable Shares. The
following paragraphs describe the expected impact on the market value of the
Callable STRIDES given a change in a specific factor, assuming all other
conditions remain constant.
The price of the Deliverable Shares is expected to affect the trading
value of the Callable STRIDES. We expect that the market value of the Callable
STRIDES will depend substantially on the price of the Deliverable Shares.
However, you generally should not expect the increase or decrease in the
market value of your Callable STRIDES to be identical to the increase or
decrease in the market value of the Deliverable Shares. For example, if you
choose to sell your Callable STRIDES when the price of the Deliverable Shares,
as adjusted for the Share Multiplier, exceeds the original public offering
price, you may receive substantially less than the current market value of the
Deliverable Shares because of the expectation that the price of the
Deliverable Shares will continue to fluctuate until the maturity date and the
fact that the Callable STRIDES are callable at the option of ML&Co.
PS-8
Changes in the levels of interest rates are expected to affect the
trading value of the Callable STRIDES. We expect that changes in interest
rates will affect the trading value of the Callable STRIDES. Generally, if
United States interest rates increase, we expect that the trading value of the
Callable STRIDES will decrease and, conversely, if United States interest
rates decrease, we expect that the trading value of the Callable STRIDES will
increase.
Changes in the volatility of the Deliverable Shares are expected to
affect the trading value of the Callable STRIDES. Volatility is the term used
to describe the size and frequency of price and/or market fluctuations. If the
volatility of the Deliverable Shares increases or decreases, the trading value
of the Callable STRIDES may be adversely affected.
As the time remaining to maturity of the Callable STRIDES decreases,
the "time premium" associated with the Callable STRIDES is expected to
decrease. We anticipate that before their maturity, the Callable STRIDES may
trade at a value above that which would be expected based on the level of
interest rates and the price of the Deliverable Shares. This difference will
reflect a "time premium" due to expectations concerning the price of the
Deliverable Shares during the period before the stated maturity of the
Callable STRIDES. However, as the time remaining to maturity decreases, we
expect that this premium will decrease, lowering the trading value of the
Callable STRIDES.
Changes in dividend yields of the Deliverable Shares are expected to
affect the trading value of the Callable STRIDES. In general, if the dividend
yield on the Deliverable Shares increase, we expect the trading value of the
Callable STRIDES to decrease and, conversely, if the dividend yield on the
Deliverable Shares decrease, we expect the trading value of the Callable
STRIDES will increase.
Changes in our credit ratings may affect the trading value of the
Callable STRIDES. 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 Callable STRIDES. However, because
your return on your Callable STRIDES is dependent upon factors in addition to
our ability to pay our obligations under the Callable STRIDES, such as the
percentage change, if any, in the price of the Deliverable Shares on the
maturity date, an improvement in our credit ratings will not reduce the other
investment risks related to the Callable STRIDES.
In general, assuming all relevant factors are held constant, we
expect that the effect on the trading value of the Callable STRIDES of a given
change in some of the factors listed above will be less if it occurs later in
the term of the Callable STRIDES than if it occurs earlier in the term of the
Callable STRIDES. We expect, however, that the effect on the trading value of
the Callable STRIDES of a given change in the price of the Deliverable Shares
will be greater if it occurs later in the term of the Callable STRIDES than if
it occurs earlier in the term of the Callable STRIDES.
Amounts payable on the Callable STRIDES may be limited by state law
New York State law governs the 1983 Indenture under which the
Callable STRIDES 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 Callable STRIDES. 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 promise, for the benefit of the holders of the Callable STRIDES,
to the extent permitted by law, not to voluntarily claim the benefits of any
laws concerning usurious rates of interest.
The Underlying Company has no obligations relating to the Callable STRIDES and
no diligence has been performed with respect to the Underlying Company
We are not affiliated with the Underlying Company, and the Underlying
Company has not authorized or approved the Callable STRIDES in any way.
Further, the Underlying Company has no financial or legal obligation with
respect to the Callable STRIDES or amounts to be paid to you, including any
obligation to take the needs of ML&Co. or of beneficial owners of the Callable
STRIDES into consideration for any reason. The Underlying Company will not
receive any of the proceeds of the offering of the Callable STRIDES and is not
responsible for,
PS-9
and has not participated in, the offering of the Callable STRIDES and is not
responsible for, and will not participate in, the determination or calculation
of the amount receivable by beneficial owners of the Callable STRIDES.
Neither ML&Co. nor MLPF&S have conducted any due diligence inquiry
with respect to the Underlying Company in connection with the offering of the
Callable STRIDES; and they make no representation as to the completeness or
accuracy of publicly available information regarding the Underlying Company or
as to the future performance of the Deliverable Shares. Any prospective
purchaser of the Callable STRIDES should undertake such independent
investigation of the Underlying Company as in its judgment is appropriate to
make an informed decision with respect to an investment in the Callable
STRIDES.
Callable STRIDES holders are not entitled to stockholder's rights
Holders of the Callable STRIDES will not be entitled to any rights in
the Deliverable Shares including, for example, the right to receive dividends
or other distributions, voting rights and the right to tender or exchange
common stock in any tender or exchange offer by the Underlying Company or any
third party.
Purchases and sales of the Deliverable Shares by us and our affiliates may
affect your return
We and our affiliates may from time to time buy or sell the
Deliverable Shares or futures or options contracts on the Deliverable Shares
for our own accounts for business reasons and expect to enter into these
transactions in connection with hedging our obligations under the Callable
STRIDES. These transactions could affect the price of the Deliverable Shares
and, in turn, the value of the Callable STRIDES in a manner that would be
adverse to your investment in the Callable STRIDES. Any purchases or sales by
us, our affiliates or others on our behalf on or before the Pricing Date may
temporarily increase the price of the Deliverable Shares. Temporary increases
or decreases in the market price of the Deliverable Shares may also occur as a
result of the purchasing activities of other market participants.
Consequently, the price of the Deliverable Shares may change subsequent to the
Pricing Date, affecting the market value of the Callable STRIDES and therefore
the trading value of the Callable STRIDES.
Potential conflicts of interest could arise
Our subsidiary MLPF&S is our agent for purposes of calculating, among
other things, the Call Price and the number of Deliverable Shares deliverable
to you on the maturity date. Under certain circumstances, MLPF&S as our
subsidiary and its responsibilities as calculation agent for the Callable
STRIDES could give rise to conflicts of interest. These conflicts could occur,
for instance, in connection with its determination of whether the Share
Multiplier shall be adjusted, or in connection with judgments that it would be
required to make with regard to such adjustments. MLPF&S is required to carry
out its duties as calculation agent in good faith and using its reasonable
judgment. However, you should be aware that because we control MLPF&S,
potential conflicts of interest could arise.
We expect to enter into arrangements to hedge the market risks
associated with our obligations in connection with the Callable STRIDES. We
may seek competitive terms in entering into the hedging arrangements for the
Callable STRIDES, 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 are uncertain
You should consider the tax consequences of investing in the Callable
STRIDES, aspects of which are uncertain. See the section entitled "United
States Federal Income Taxation" in this pricing supplement.
PS-10
DESCRIPTION OF THE CALLABLE STRIDES
ML&Co. will issue the Callable STRIDES 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. Unless redeemed
or called by us, the Callable STRIDES will mature on April , 2007. 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 for the Callable STRIDES is .
The Callable STRIDES may be called by ML&Co. as described below, but
are not otherwise subject to redemption by us at our option or by any holder
at its option before the stated maturity except as described below.
The initial Share Multiplier for the Callable STRIDES, when
multiplied by the volume weighted average price of the Deliverable Shares on
the Pricing Date, will equal $25, the original public offering price of one
unit of the Callable STRIDES. The volume weighted average price ("Volume
Weighted Average Price") will, absent a determination of a manifest error, be
the price as shown on page "AQR" on Bloomberg L.P. for trading in the
Deliverable Shares taking place on the Nasdaq Global Market from 9:30 a.m. to
4:02 p.m., New York City time. The Share Multiplier will be subject to
adjustment for certain corporate events relating to the Underlying Company as
described in this pricing supplement.
ML&Co. will issue the Callable STRIDES in denominations of whole
units each with a $25 original public offering price per unit. You may
transfer the Callable STRIDES 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 Callable STRIDES 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 Callable STRIDES. You should refer to the
section entitled "Description of Debt Securities-- Depositary" in the
accompanying prospectus.
The Callable STRIDES will not have the benefit of any sinking fund.
Payment on the Maturity Date
Unless the Callable STRIDES have been previously redeemed or called
by us, a holder of a Callable STRIDES will be entitled to receive a cash
payment of accrued and unpaid interest and a number of Deliverable Shares
equal to the then current Share Multiplier. The initial Share Multiplier will
be determined on the Pricing Date so that the product of the Volume Weighted
Average Price of the Deliverable Shares on the Pricing Date and the initial
Share Multiplier equals $25, the original public offering price of one unit of
the Callable STRIDES. The Share Multiplier will be disclosed in the final
pricing supplement made available in connection with the sales of the Callable
STRIDES. The Share Multiplier will be subject to adjustment for certain events
described under "--Share Multiplier Adjustments", "--Reorganization Events"
and "--Alternative Dilution and Reorganization Adjustments" in this pricing
supplement.
If the maturity date is not a Business Day, we will deliver the
Deliverable Shares and make all accrued and unpaid interest payments on the
first Business Day following the maturity date and no additional interest will
accrue as a result of the delay.
All determinations made by the calculation agent in good faith and on
a reasonable basis, 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 Callable STRIDES.
PS-11
Interest
The Callable STRIDES will bear interest at a rate of 7% per year on
the $25 original public offering price per unit from and including April ,
2006 or from the most recent interest payment date for which interest has been
paid or provided for, to but excluding the stated maturity date, the Call Date
or Redemption Date, as applicable. We will pay interest on the Callable
STRIDES in cash quarterly in arrears on January , April , July and October of
each year during the term of the Callable STRIDES, beginning July , 2006, and
on the maturity date, the Call Date or Redemption Date, as applicable. We will
pay this interest to the persons in whose names the Callable STRIDES are
registered at the close of business on the immediately preceding January ,
April , July and October , respectively, whether or not a Business Day.
Notwithstanding the foregoing, upon redemption or if called by ML&Co., the
final payment of interest will be paid to the person to whom ML&Co. delivers
the Deliverable Shares or the Call Price, as the case may be, subject to the
conditions described under "Redemption Event" in this pricing supplement.
Interest on the Callable STRIDES will be computed on the basis of a 360-day
year of twelve 30-day months. If an interest payment date falls on a day that
is not a Business Day, that interest payment will be made on the next Business
Day and no additional interest will accrue as a result of the delayed payment.
"Business Day" means any day other than a Saturday or a Sunday that
is not a day on which banking institutions in The City of New York are
authorized or obligated by law, regulation or executive order to close and
with respect to any day on which securities are to be delivered is also a day
that is a Trading Day.
"Trading Day" means a day on which the New York Stock Exchange (the
"NYSE"), the AMEX and The Nasdaq Stock Market are open for trading as
determined by the calculation agent.
Fractional Shares
We will not distribute fractional Deliverable Shares. If the number
of Deliverable Shares to be delivered on the maturity date is not divisible by
a whole number, we will aggregate all share amounts due to a registered holder
on the maturity date, and, in lieu of delivering a fractional Deliverable
Share, we will pay to the registered holder the cash value of the fractional
share based on the Closing Market Price of the Deliverable Shares. While the
Callable STRIDES are held at the depositary, the sole registered holder will
be the depositary. Depositary participants have different policies pertaining
to fractional shares. You should consult the participant through which you
hold the Callable STRIDES to ascertain the participant's specific policy.
Call at the Option of ML&Co.
ML&Co., in its sole discretion, may call the Callable STRIDES, in
whole but not in part, on any scheduled Business Day beginning on October ,
2006 to and including the maturity date (the date on which the call, if any,
occurs being the "Call Date") by giving notice to the trustee on any Business
Day at least ten Business Days prior to the Call Date. The notice to the
trustee will specify the Call Date, Call Price and amount of interest payable
on the Call Date. The trustee will provide notice of the call election to the
registered holders of the Callable STRIDES, specifying the Call Date, Call
Price and amount of interest payable on the Call Date. The depositary, as the
registered holder, will receive the notice of the call. So long as the
depositary is the registered holder of the Callable STRIDES, notice of our
election to exercise the call option will be forwarded as more fully described
under "Description of Debt Securities--Depositary" in the accompanying
prospectus.
The Call Price on any Call Date will be the amount of cash, per
Callable STRIDES, that when discounted from the Call Date to the original
issue date by a discount factor based on an annual yield to call between 13%
and 17% and when added to the present value of all interest payments made
through and including the applicable Call Date discounted to the original
issue date by that same discount factor, will equal the original public
offering price. The actual yield to call will be determined on the Pricing
Date and will be disclosed in the final pricing supplement made available in
connection with the sales of the Callable STRIDES. The present value of each
interest payment on the Callable STRIDES used to determine the Call Price will
be calculated assuming each payment is made on the calendar day scheduled for
that payment. A delay in payment may arise for reasons such as a scheduled
interest payment date falling on a day that is not a Business Day and, as a
result, the payment being delayed until the next succeeding Business Day. Any
delay will not be taken into account when calculating the applicable Call
Price. The
PS-12
Call Price will not include the amount of unpaid interest accrued to but
excluding the Call Date; however, on the Call Date you will receive the Call
Price plus an amount equal to the accrued and unpaid interest (the "Final
Amount"). The yield to call represents the annual interest rate used in
determining the present values, discounted to the original issue date, of all
payments made or to be made on the Callable STRIDES, including the Call Price
and all interest payments, such that the sum of these present values is equal
to the original public offering price.
Hypothetical Call Prices
Based on an assigned original issue date, stated maturity date and
yield to call, the following table sets forth the hypothetical month-end,
midmonth, first and last Call Prices from September 21, 2006 through March 20,
2007, the hypothetical first Call Date and the hypothetical stated maturity
date, respectively. For an example of the Call Price calculation, see Annex A
to this pricing supplement. The actual first and last Call Prices will be
determined on the Pricing Date and will be set forth in the final pricing
supplement made available in connection with the sales of the Callable
STRIDES. If we elect to exercise our call option, the Call Price will be
disclosed in the notice we deliver to DTC in connection with our call of the
Callable STRIDES.
This table assumes:
o hypothetical original issue date: March 20, 2006
o hypothetical initial Share 1.27739371 (based upon the
Multiplier: Volume Weighted Average
Price of the Deliverable
Shares of $19.5711 on the
hypothetical Pricing Date of
March 17, 2006)
o interest rate: 7% per year
o hypothetical interest payment dates: On the 20th day of March,
June, September and December
of each year, beginning June
20, 2006 (computed on the
basis of a 360-day year of
twelve 30-day months,
compounded annually)
o hypothetical yield to call: 15%, the midpoint of the
expected range between 13%
and 17% (computed on the
basis of a 360-day year of
twelve 30-day months,
compounded annually)
o hypothetical stated maturity date: March 20, 2007
Hypothetical Interest Payable Final Amount
Call Price per on Call Date per per Callable
Hypothetical Call Date Callable STRIDES Callable STRIDES STRIDES
- ---------------------- ---------------- ---------------- -------
September 21, 2006 (hypothetical first Call Date)......... $25.9242 $0.0049 $25.9290
September 29, 2006........................................ $25.9659 $0.0438 $26.0097
October 16, 2006.......................................... $26.0555 $0.1264 $26.1819
October 31, 2006.......................................... $26.1355 $0.1993 $26.3348
November 15, 2006......................................... $26.2110 $0.2674 $26.4783
November 30, 2006......................................... $26.2927 $0.3403 $26.6330
December 15, 2006......................................... $26.3753 $0.4132 $26.7885
December 29, 2006......................................... $26.4517 $0.0438 $26.4955
January 16, 2007.......................................... $26.5446 $0.1264 $26.6709
January 31, 2007.......................................... $26.6274 $0.1993 $26.8267
February 15, 2007......................................... $26.7056 $0.2674 $26.9729
February 28, 2007......................................... $26.7788 $0.3306 $27.1094
March 15, 2007............................................ $26.8757 $0.4132 $27.2889
March 20, 2007 (hypothetical stated maturity date)........ $26.9044 $0.4375 $27.3419
PS-13
The following graph shows the relationship between the Call Price and
the Call Price plus accrued but unpaid interest from September 21, 2006
through March 20, 2007, the hypothetical first Call Date and the hypothetical
stated maturity date, respectively.
[GRAPHIC OMITTED]
Hypothetical Returns on the Maturity Date
The following table illustrates, for a range of hypothetical Closing
Market Prices of the Deliverable Shares on the maturity date:
o the product of the hypothetical Closing Market Price of the
Deliverable Shares on the maturity date and the hypothetical
initial Share Multiplier,
o the percentage change in the price of the Deliverable Shares from
the hypothetical Pricing Date to the hypothetical maturity date,
o the value of Deliverable Shares due or amount payable on the
Callable STRIDES, including the payment of accrued and unpaid
interest on the maturity date,
o the total annualized yield on the Callable STRIDES on the maturity
date, and
o the total annualized yield from direct ownership of the
Deliverable Shares.
This table assumes the same hypothetical Pricing Date, original issue
date, initial Share Multiplier, interest rate, interest payment dates, yield
to call and maturity date which were used in connection with the hypothetical
Call Price calculations in the previous table. This table also assumes that
the Callable STRIDES have not been called or redeemed prior to the maturity
date and will be called by ML&Co. on the maturity date if the total annualized
yield on the Callable STRIDES would otherwise be greater than 15% on the
maturity date.
PS-14
The product of
the hypothetical Percentage change
Closing Market in the price of Value of
Price on the the Deliverable Deliverable Total annualized
Hypothetical maturity date Shares from the Shares due or Total annualized yield from
Closing Market and the hypothetical amount payable yield on the direct ownership
Price of the hypothetical Pricing Date to on the Callable Callable STRIDES of the
Deliverable Shares initial Share the hypothetical STRIDES on the on the maturity Deliverable
on the maturity date Multiplier maturity date maturity date(1) date(2) Shares(3)
- -------------------- ----------------- ----------------- ------------------- ---------------- -----------------
$3.9142 $5.00 -80% $5.4375 -75.55% -78.39%
$5.8713 $7.50 -70% $7.9375 -65.08% -68.21%
$7.8284 $10.00 -60% $10.4375 -54.67% -58.06%
$9.7855 $12.50 -50% $12.9375 -44.30% -47.92%
$11.7427 $15.00 -40% $15.4375 -33.97% -37.79%
$13.6998 $17.50 -30% $17.9375 -23.66% -27.68%
$15.6569 $20.00 -20% $20.4375 -13.36% -17.57%
$17.6140 $22.50 -10% $22.9375 -3.08% -7.46%
$19.5711(4) $25.00(5) 0% $25.4375 7.19% 2.64%
$19.9625 $25.50 2% $25.9375 9.24% 4.66%
$20.3539 $26.00 4% $26.4375 11.29% 6.67%
$20.7454 $26.50 6% $26.9375 13.34% 8.69%
$21.1368 $27.00 8% $27.3419(6) 15.00% 10.71%
$21.5282 $27.50 10% $27.3419 15.00% 12.73%
$23.4853 $30.00 20% $27.3419 15.00% 22.82%
$25.4424 $32.50 30% $27.3419 15.00% 32.91%
$27.3995 $35.00 40% $27.3419 15.00% 43.00%
- ----------------
(1) The amounts specified in this column include payment of accrued and
unpaid interest payable on the hypothetical maturity date.
(2) The total annualized yield on the maturity date represents the annual
interest rate used in determining the present values, discounted to the
original issue date, of all payments made or to be made on the Callable
STRIDES, including the Call Price and all interest payments made through
and including the applicable Call Date, the sum of these present values
being equal to the original public offering price. This annualized yield:
(a) assumes coupon payments are (i) made quarterly on the 20th day of
March, June, September and December of each year, beginning June 20,
2006, and (ii) reinvested for the remainder of the term of the
Callable STRIDES at the applicable yield listed in this column;
(b) assumes an investment term from March 20, 2006 to March 20, 2007, a
term expected to be equal to that of the Callable STRIDES; and
(c) is computed on the basis of a 360-day year of twelve 30-day months
compounded annually.
(3) This annualized yield assumes:
(a) a percentage change in the value of the Callable STRIDES that equals
the percentage change in the product of the hypothetical Share
Multiplier and the Volume Weighted Average Price of a Deliverable
Share on the hypothetical Pricing Date to the relevant hypothetical
Closing Market Price of the Deliverable Shares on the maturity date
multiplied by the hypothetical Share Multiplier;
(b) a dividend payment of $0.12774 per quarter per share (which
represents the current quarterly dividend payable on one Deliverable
Share of $0.1000 multiplied by the Share Multiplier) paid on the
20th of March, June, September and December of each year beginning
June 20, 2006 (these hypothetical dividend payment dates are for
purposes of this table only and are not dates on which the
Underlying Company has traditionally distributed dividends to its
shareholders);
(c) no transaction fees or expenses; and
(d) an investment term from March 20, 2006 to March 20, 2007, a term
expected to be equal to that of the Callable STRIDES.
(4) This was the Volume Weighted Average Price of the Deliverable Shares on
March 17, 2006, the hypothetical Pricing Date.
(5) This is the principal amount of one unit of the Callable STRIDES. This
value represents the product of the Volume Weighted Average Price of the
Deliverable Shares on the hypothetical Pricing Date of $19.5711 and the
hypothetical initial Share Multiplier of 1.27739371.
(6) The amount representing a yield to call of 15% shall be paid in cash.
PS-15
Redemption Event
If on any date the Closing Market Price of one Deliverable Share is
less than $1.00, the Callable STRIDES will be redeemed by us on the third
Business Day following that date (the "Redemption Date"). If this redemption
event is triggered, then on the Redemption Date for each unit of Callable
STRIDES, ML&Co. will deliver, in addition to such number of Deliverable Shares
equal to the then current Share Multiplier and accrued and unpaid interest to
the Redemption Date (the "accrued interest amount"), a cash amount equal to
the present value of the additional interest that would have been paid through
the stated maturity but for the early redemption of the Callable STRIDES (the
"present value amount"). The number of Deliverable Shares, plus the accrued
interest amount and present value amount payable, in connection with one
Callable STRIDES are together referred to as the "Redemption Price" of the
Callable STRIDES. The present value amount will be calculated by the
calculation agent, whose determination will be conclusive for all purposes and
binding on ML&Co. and the holders and beneficial owners of the Callable
STRIDES.
The Redemption Price will be delivered and paid to the holder of a
Callable STRIDES on the Redemption Date; provided, however, that in the event
that the Redemption Date falls after a record date for the payment of interest
on the Callable STRIDES but prior to the next succeeding scheduled interest
payment date, the portion of the Redemption Price equal to the accrued
interest amount will be paid to the persons who were the holders of the
Callable STRIDES as of that record date.
Events of Default and Acceleration
In case an Event of Default with respect to any Callable STRIDES has
occurred and is continuing, the amount payable to a holder of a Callable
STRIDES upon any acceleration permitted by the Callable STRIDES, with respect
to each $25 original public offering price per unit, will be equal to the
amount payable on the maturity date, calculated as though the date of
acceleration were the maturity date. The value of the amount payable upon
acceleration will not, however, be greater than an amount equal to the Final
Amount, calculated as though the date of acceleration were the Call Date
(whether or not that date is before or after October , 2006). If a bankruptcy
proceeding is commenced in respect of ML&Co., the claim of the holder of a
Callable STRIDES may be limited, under Section 502(b)(2) of Title 11 of the
United States Code, to the $25 original public offering price per unit of the
Callable STRIDES 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 Callable STRIDES.
In case of default in payment of the Callable STRIDES, whether at any
interest payment date, the stated maturity date, the Call Date, the Redemption
Date, the date of early redemption due to a Reorganization Event or upon
acceleration, from and after that date the Callable STRIDES will bear
interest, payable upon demand of their holders, at the rate of % per annum, to
the extent that payment of interest is legally enforceable on the unpaid
amount due and payable on that date in accordance with the terms of the
Callable STRIDES to the date payment of that amount has been made or duly
provided for.
Share Multiplier Adjustments
The Share Multiplier used to determine the number of Deliverable
Shares to be delivered on the maturity date is subject to adjustment by the
calculation agent as described in this section. However, if we elect to call
the Callable STRIDES, you will receive only the Final Amount, and you will not
be entitled to receive the Deliverable Shares.
No adjustments to the Share Multiplier will be required unless the
Share Multiplier adjustment would require a change of at least 0.1% in the
Share Multiplier then in effect. The Share Multiplier resulting from any of
the adjustments specified below will be rounded to the eighth decimal place
with five one-billionths being rounded upward. The calculation agent will not
be required to make any adjustments to the Share Multiplier after the close of
business on the fourth Business Day immediately prior to the maturity date or
early redemption date, as applicable.
No adjustments to the Share Multiplier will be required other than
those specified below. However, the calculation agent may, at its sole
discretion, make additional adjustments to the Share Multiplier to reflect
changes
PS-16
occurring in relation to the Deliverable Shares or any other security received
in a reorganization event in other circumstances where the calculation agent
determines that it is appropriate to reflect those changes to ensure an
equitable result. The required adjustments specified below do not cover all
events that could affect the Closing Market Price of the Deliverable Shares,
including, without limitation, a partial tender or exchange offer for the
Deliverable Shares.
MLPF&S as calculation agent will be solely responsible for the
determination and calculation of any adjustments to the Share Multiplier and
of any related determinations and calculations with respect to any
distributions of stock, other securities or other property or assets,
including cash, in connection with any corporate event described below; and
its determinations and calculations will be conclusive absent a determination
of a manifest error.
No adjustments will be made for certain other events, such as
offerings of common stock by the Underlying Company for cash or in connection
with the occurrence of a partial tender or exchange offer for the Deliverable
Shares by the Underlying Company.
ML&Co. will, within ten Business Days following the occurrence of an
event that requires an adjustment to the Share Multiplier, or, if later,
within ten Business Days following the date on which ML&Co. becomes aware of
this occurrence, provide written notice to the trustee, which will provide
notice to the holders of the Callable STRIDES of the occurrence of this event
and a statement in reasonable detail setting forth the adjusted Share
Multiplier.
Stock splits and reverse stock splits
If the Deliverable Shares are subject to a stock split or reverse
stock split, then once any split has become effective, the Share Multiplier
relating to the Deliverable Shares will be adjusted to equal the product of
the prior Share Multiplier and the number of shares which a holder of record
of one Deliverable Share before the effective date of that stock split or
reverse stock split would have owned or been entitled to receive immediately
following the applicable effective date.
Stock dividends
If the Deliverable Shares are subject to a (i) stock dividend, i.e.,
issuance of additional Deliverable Shares, that is given ratably to all
holders of record of the Deliverable Shares or (ii) distribution of
Deliverable Shares as a result of the triggering of any provision of the
corporate charter of the Underlying Company, then, once the dividend has
become effective and the Deliverable Shares are trading ex-dividend, the Share
Multiplier will be adjusted so that the new Share Multiplier will equal the
prior Share Multiplier plus the product of:
o the prior Share Multiplier; and
o the number of the Deliverable Shares which a holder of one
Deliverable Share before the date the dividend became effective
and the Deliverable Shares traded ex-dividend would have owned
or been entitled to receive immediately following that date.
Extraordinary Dividends
There will be no adjustments to the Share Multiplier to reflect any
cash dividends or cash distributions paid with respect to the Deliverable
Shares other than Extraordinary Dividends, as described below, and
distributions described under the section entitled "--Reorganization Events"
below.
An "Extraordinary Dividend" means, with respect to a cash dividend or
other distribution with respect to the Deliverable Shares, a dividend or other
distribution which exceeds the immediately preceding non-Extraordinary
Dividend on the Deliverable Shares (as adjusted for any subsequent corporate
event requiring an adjustment hereunder, such as a stock split or reverse
stock split) by an amount equal to at least 10% of the Closing Market Price of
the Deliverable Shares on the Trading Day preceding the ex-dividend date with
respect to the Extraordinary
PS-17
Dividend (the "ex-dividend date"). If an Extraordinary Dividend occurs with
respect to the Deliverable Shares, the Share Multiplier will be adjusted on
the ex-dividend date with respect to the Extraordinary Dividend so that the
new Share Multiplier will equal the product of:
o the prior Share Multiplier; and
o a fraction, the numerator of which is the Closing Market Price
per Deliverable Share on the Trading Day preceding the
ex-dividend date, and the denominator of which is the amount by
which the Closing Market Price per Deliverable Share on the
Trading Day preceding the ex-dividend date exceeds the
Extraordinary Dividend Amount.
The "Extraordinary Dividend Amount" with respect to an Extraordinary
Dividend for the Deliverable Shares will equal:
o in the case of cash dividends or other distributions that
constitute quarterly dividends, the amount per Deliverable
Share of that Extraordinary Dividend minus the amount per share
of the immediately preceding non-Extraordinary Dividend for
that Deliverable Share; or
o in the case of cash dividends or other distributions that do
not constitute quarterly dividends, the amount per Deliverable
Share of that Extraordinary Dividend.
To the extent an Extraordinary Dividend is not paid in cash, the
value of the non-cash component will be determined by the calculation agent,
whose determination will be conclusive. A distribution on the Deliverable
Shares described in clause (a), (d) or (e) of the section entitled
"--Reorganization Events" below that also constitutes an Extraordinary
Dividend will only cause an adjustment pursuant to clause (a), (d) or (e)
under the section entitled "--Reorganization Events". A distribution on the
Deliverable Shares described in the section entitled "--Issuance of
transferable rights or warrants" that also constitutes an Extraordinary
Dividend will only cause an adjustment pursuant to that section.
"Closing Market Price" means:
If the Deliverable Shares (or any other security for which a Closing
Market Price must be determined for purposes of the Callable STRIDES) are
listed on a national securities exchange in the United States, are a Nasdaq
Global Market System ("Nasdaq GMS") security or are included in the OTC
Bulletin Board Service ("OTC Bulletin Board") operated by the National
Association of Securities Dealers, Inc. (the "NASD"), then the Closing Market
Price for any date of determination on any Trading Day means for one
Deliverable Share (or any other security for which a Closing Market Price must
be determined for purposes of the Callable STRIDES):
o the last reported sale price, regular way, on that day on the
principal United States securities exchange registered under
the Exchange Act on which that security is listed or admitted
to trading (without taking into account any extended or
after-hours trading session);
o if not listed or admitted to trading on any such securities
exchange or if the last reported sale price is not obtainable,
the last reported sale price on the over-the-counter market as
reported on the Nasdaq GMS or OTC Bulletin Board on that day
(without taking into account any extended or after-hours
trading session); or
o if the last reported sale price is not available for any
reason, including, without limitation, the occurrence of a
Market Disruption Event, as described below, the mean of the
last reported bid and offer price of the principal trading
session on the over-the-counter market as reported on the
Nasdaq GMS or OTC Bulletin Board on that day as determined by
the calculation agent or from as many dealers in that security,
but not exceeding three, as have made the bid prices available
to the calculation agent after 3:00 p.m., local time in the
principal market, on that date (without taking into account any
extended or after-hours trading session).
PS-18
If the Deliverable Shares (or any other security for which a Closing
Market Price must be determined for purposes of the Callable STRIDES) are not
listed on a national securities exchange in the United States, is not a Nasdaq
GMS security or included in the OTC Bulletin Board, then the Closing Market
Price for any date of determination on any Trading Day means for one
Deliverable Share (or any other security for which a Closing Market Price must
be determined for purposes of the Callable STRIDES) the last reported sale
price on that day on the securities exchange on which that security is listed
or admitted to trading with the greatest volume of trading for the calendar
month preceding that Trading Day as determined by the calculation agent;
provided that if the last reported sale price is for a transaction which
occurred more than four hours prior to the close of that exchange, then the
Closing Market Price will mean the average of the last available bid and offer
price on that exchange.
If the Deliverable Shares (or any other security for which a Closing
Market Price must be determined for purposes of the Callable STRIDES) are not
listed or admitted to trading on any of those securities exchanges or if the
last reported sale price or bid and offer are not obtainable, then the Closing
Market Price will mean the average of the last available bid and offer prices
in the market of the three dealers which have the highest volume of
transactions in that security in the immediately preceding calendar month as
determined by the calculation agent based on information that is reasonably
available to it.
"Market Disruption Event" means either of the following events as
determined by the calculation agent:
(A) a suspension of, absence of, including the absence of an
official closing price, or material limitation on, trading of
the Deliverable Shares on the primary market for the Deliverable
Shares for more than two hours of trading or during the one-half
hour period preceding the close of trading, as determined by the
calculation agent in its sole discretion; or the suspension or
material limitation on the primary market for trading in options
contracts related to the Deliverable Shares, if available,
during the one-half hour period preceding the close of trading
in the applicable market, in each case as determined by the
calculation agent in its sole discretion; and
(B) a determination by the calculation agent in its sole discretion
that the event described in clause (A) above materially
interfered with the ability of ML&Co., MLPF&S or any of their
affiliates to unwind all or a material portion of the hedge with
respect to the Callable STRIDES.
For purposes of determining whether a Market Disruption Event has
occurred:
(1) a limitation on the hours 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 relevant
exchange;
(2) a decision to permanently discontinue trading in the relevant
options contracts related to the Deliverable Shares will not
constitute a Market Disruption Event;
(3) limitations pursuant to any rule or regulation enacted or
promulgated by the NYSE or The Nasdaq Stock Market or other
regulatory organization with jurisdiction over the NYSE or The
Nasdaq Stock Market on trading during significant market
fluctuations will constitute a suspension or material limitation
of trading in the Deliverable Shares;
(4) a suspension of trading in an options contract on the
Deliverable Shares by the primary securities market trading in
the options contracts related to the Deliverable Shares, if
available, by reason of:
o a price change exceeding limits set by the securities exchange
or market;
o an imbalance of orders relating to options contracts on the
Deliverable Shares; or
o a disparity in bid and ask quotes relating to options contracts
on the Deliverable Shares
will constitute a suspension or material limitation of trading in
options contracts related to the Deliverable Shares; and
PS-19
(5) a suspension of, absence of or material limitation on trading on
the primary securities market on which options contracts related
to the Deliverable Shares are traded will not include any time
when that securities market is itself closed for trading under
ordinary circumstances.
If the Exchange Property, as defined below under "--Reorganization
Events" in this pricing supplement, includes securities other than the
Deliverable Shares, then the above definition will be revised to include each
of those securities in the same manner as the Deliverable Shares are
considered in determining whether a Market Disruption Event exists.
The occurrence of a Market Disruption Event could affect the
calculation of the payment on the maturity date or the redemption date you
will receive. See "--Payment on the Maturity Date" and "--Redemption Event" in
this pricing supplement.
Issuance of transferable rights or warrants
If the Underlying Company issues transferable rights or warrants to
all holders of record of the Deliverable Shares to subscribe for or purchase
the Deliverable Shares, including new or existing rights to purchase the
Deliverable Shares pursuant to a shareholder's rights plan or arrangement,
then the Share Multiplier will be adjusted on the Business Day immediately
following the issuance of those transferable rights or warrants so that the
new Share Multiplier will equal the prior Share Multiplier plus the product
of:
o the prior Share Multiplier; and
o the number of Deliverable Shares that can be purchased with the
cash value of those warrants or rights distributed on one
Deliverable Share.
The number of shares that can be purchased will be based on the
Closing Market Price of the Deliverable Shares on the date the new Share
Multiplier is determined. The cash value of those warrants or rights, if the
warrants or rights are traded on a national securities exchange, will equal
the closing price of that warrant or right, or, if the warrants or rights are
not traded on a national securities exchange, will be determined by the
calculation agent and will equal the average of the bid prices obtained from
three dealers at 3 p.m. on the date the new Share Multiplier is determined,
provided that if only two of those bid prices are available, then the cash
value of those warrants or rights will equal the average of those bids and if
only one of those bids is available, then the cash value of those warrants or
rights will equal that bid.
Reorganization Events
If prior to the maturity date of the Callable STRIDES:
(a) there occurs any reclassification or change of the Deliverable
Shares, including, without limitation, as a result of the
issuance of tracking stock by the Underlying Company;
(b) the Underlying Company, or any surviving entity or subsequent
surviving entity of the Underlying Company (a "Successor
Entity"), has been subject to a merger, combination or
consolidation and is not the surviving entity;
(c) any statutory exchange of securities of the Underlying Company
or any Successor Entity with another corporation occurs, other
than pursuant to clause (b) above;
(d) the Underlying Company is liquidated or is subject to a
proceeding under any applicable bankruptcy, insolvency or other
similar law;
(e) the Underlying Company issues to all of its shareholders equity
securities of an issuer other than the Underlying Company, other
than in a transaction described in clauses (b), (c) or (d)
above;
PS-20
(f) a tender or exchange offer or going-private transaction is
consummated for all the outstanding shares of the Underlying
Company; or
(g) the Underlying Company ceases to file the financial and other
information with the SEC in accordance with Section 13(a) of the
Securities Exchange Act of 1934 (an event in clauses (a) through
(g) a "Reorganization Event"),
then the method of determining the amount payable on each Callable STRIDES
will be adjusted as set forth below.
"Exchange Property" will consist of the securities, cash or any other assets
distributed to holders of record of the Deliverable Shares in or as a result
of the Reorganization Event, and where the Deliverable Shares continue to be
held by the holders of the Deliverable Shares receiving that distribution, the
Deliverable Shares. The Exchange Property will either:
A. be delivered on the maturity date to the holders of the Callable
STRIDES in an amount per unit equal to the amount of Exchange
Property delivered with respect to the number of Deliverable Shares
equal to the Share Multiplier at the time of the Reorganization
Event; or
B. at the option of the calculation agent, be liquidated and the cash
proceeds will be paid to the holders of the Callable STRIDES as
described below.
If the Exchange Property received in a Reorganization Event:
o consists only of cash or if the calculation agent exercises its
option to liquidate the Exchange Property following its
distribution, then, unless we exercise our right to call the
Callable STRIDES, the Callable STRIDES will be redeemed: (i) in
the case where the Exchange Property delivered to the holders of
record of the Deliverable Shares consists of cash only, on the
third Business Day succeeding the day on which that cash is
distributed to holders of record of the Deliverable Shares, or
(ii) in the case where the Exchange Property is liquidated, on
the date specified by ML&Co. as described below, and holders of
the Callable STRIDES will receive, in lieu of any Deliverable
Shares and in full satisfaction of our obligations under the
Callable STRIDES, the lesser of:
(i) the product of (a) the amount of cash received with respect to
one Deliverable Share and the then current Share Multiplier or
(b) the value of the Exchange Property liquidated with respect
to one Deliverable Share and the then current Share Multiplier,
as applicable, plus in either case accrued and unpaid interest
to the early redemption date; and
(ii) the Call Price calculated as though the early redemption date
were the Call Date (regardless of whether the early redemption
date is a day which occurs prior to October , 2006) plus accrued
and unpaid interest to the early redemption date,
in each case, with no interest accruing on the Callable STRIDES
following the early redemption date. If the calculation agent
exercises the option to liquidate the Exchange Property, ML&Co.
will give notice to the trustee as to the election to liquidate
the Exchange Property, which notice will specify the method by
which the Exchange Property will be sold. The date of early
redemption of the Callable STRIDES will be the fifth Business
Day following the last date on which the Exchange Property is
sold;
o consists of more than one type of property and the calculation
agent has not exercised its option to liquidate the Exchange
Property, then holders of Callable STRIDES will receive on the
maturity date a pro rata share of each such type of Exchange
Property; and
o includes a cash component and the calculation agent has not
exercised its option to liquidate the Exchange Property, then
holders will not receive any interest accrued on that cash
component.
PS-21
In the event Exchange Property consists of securities, those
securities will, in turn, be subject to the antidilution adjustments set forth
in this pricing supplement.
In the case of a consummated tender or exchange offer or
going-private transaction involving Exchange Property of a particular type,
Exchange Property will be deemed to include the amount of cash or other
property paid by the offeror in the tender or exchange offer with respect to
that Exchange Property (in an amount determined on the basis of the rate of
exchange in that tender or exchange offer or going-private transaction). In
the event of a tender or exchange offer or a going-private transaction with
respect to Exchange Property in which an offeree may elect to receive cash or
other property, Exchange Property will be deemed to include the kind and
amount of cash and other property received by offerees who elect to receive
cash.
If we elect to call the Callable STRIDES you will receive only the
Final Amount, and you will not be entitled to receive the Deliverable Shares,
any Exchange Property or any other consideration on the maturity date.
MLPF&S as calculation agent will be solely responsible for
determination and calculation of the Exchange Property if a Reorganization
Event occurs and the amount due upon early redemption, including the
determination of the cash value of any Exchange Property, if necessary, and
its determinations and calculations will be conclusive absent a determination
of a manifest error.
If the Underlying Company ceases to file the financial and other
information with the SEC in accordance with Section 13(a) of the Securities
Exchange Act of 1934 and the calculation agent determines in its sole
discretion that sufficiently similar information is not otherwise available to
you, the maturity date of the Callable STRIDES will be accelerated to the
fifth Business Day following the date of that determination and the amount
payable to you will be calculated as though the date of early repayment were
the stated maturity date of the Callable STRIDES. If the calculation agent
determines that sufficiently similar information is available to you, the
Reorganization Event will be deemed to have not occurred.
Alternative Dilution and Reorganization Adjustments
The calculation agent may elect at its discretion to not make any of
the adjustments to the Share Multiplier or to the method of determining the
amount payable on each Callable STRIDES described above under "--Share
Multiplier Adjustments" and "--Reorganization Events", but may instead make
adjustments in its discretion to the Share Multiplier or the method of
determining the amount payable on each Callable STRIDES that will reflect the
adjustments to the extent practicable made by the Options Clearing Corporation
on options contracts on the Deliverable Shares or any successor common stock.
ML&Co. will provide notice of that election to the trustee not more than two
Business Days following the date that the Options Clearing Corporation
publishes notice of its adjustments relating to the Deliverable Shares and
will detail in that notice the actual adjustment made to the Share Multiplier
or to the method of determining the amount payable on each Callable STRIDES.
PS-22
THE DELIVERABLE SHARES
The Underlying Company
The following information has been derived from publicly available
documents published by the Underlying Company. We make no representation or
warranty as to the accuracy or completeness of the following information.
The Underlying Company has disclosed that it is the world's largest
semiconductor chip maker and develops advanced integrated digital technology
platforms for the computing and communications industries. Its products
include chips, boards and other semiconductor components that are the building
blocks of computers, servers, and networking and communications products.
Because the Deliverable Shares are registered under the Securities Exchange
Act of 1934 the Underlying Company is required to file periodically certain
financial and other information specified by the SEC. Information provided to
or filed with the SEC by the Underlying Company can be located at the SEC's
facilities or through the SEC's web site by reference to SEC file number
000-06217. See "Where You Can Find More Information" in the accompanying
prospectus. ML&Co. makes no representation or warranty as to the accuracy or
completeness of the information or reports.
The selection of the Deliverable Shares is not a recommendation to
buy or sell the Deliverable Shares. Neither ML&Co. nor any of its affiliates
make any representation to any purchaser of the Callable STRIDES as to the
performance of the Deliverable Shares.
The Deliverable Shares trade on the Nasdaq under the symbol "INTC".
ML&Co. is not affiliated with the Underlying Company. The Underlying
Company has no obligations with respect to the Callable STRIDES. This pricing
supplement relates only to the Callable STRIDES and does not relate to the
Deliverable Shares or other securities of the Underlying Company. All
disclosures contained in this pricing supplement regarding the Underlying
Company are derived from the publicly available documents described above.
Neither ML&Co. nor MLPF&S has participated in the preparation of these
documents or made any due diligence inquiry with respect to the Underlying
Company in connection with the offering of the Callable STRIDES. Neither
ML&Co. nor MLPF&S makes any representation that the publicly available
documents or any other publicly available information regarding the Underlying
Company are accurate or complete. Furthermore, there can be no assurance that
all events occurring prior to the date hereof, including events that would
affect the accuracy or completeness of the publicly available documents
described above, that would affect the trading price of the Deliverable Shares
have been publicly disclosed. Subsequent disclosure of any events or the
disclosure of or failure to disclose material future events concerning the
Underlying Company could affect the value of the Deliverable Shares to be
received on the maturity date of the Callable STRIDES and therefore the
trading prices of the Callable STRIDES. Neither ML&Co. nor any of its
affiliates make any representation to any purchaser of the Callable STRIDES as
to the performance of the Deliverable Shares.
ML&Co. or its affiliates may presently or from time to time engage in
business, directly or indirectly, with the Underlying Company including
extending loans to, or making equity investments in, the Underlying Company or
providing investment banking or advisory services to the Underlying Company,
including merger and acquisition advisory services. In the course of that
business, ML&Co. or its affiliates may acquire non-public information with
respect to the Underlying Company and, in addition, one or more affiliates of
ML&Co. may publish research reports with respect to the Underlying Company.
Any prospective purchaser of the Callable STRIDES should undertake an
independent investigation of the Underlying Company as in its judgment is
appropriate to make an informed decision with respect to an investment in the
Callable STRIDES.
PS-23
Historical Data
The Deliverable Shares are principally traded on the Nasdaq. The
following table sets forth the high and low closing prices for the calendar
quarters during calendar years 2001 through March 17, 2006. On March 17, 2006,
the Volume Weighted Average Price for the Deliverable Shares was $19.5711 per
share. The closing prices listed below were obtained from publicly available
information at Bloomberg Financial Markets. The historical closing prices of
the Deliverable Shares should not be taken as an indication of future
performance, and no assurance can be given that the price of the Deliverable
Shares will not decrease. In addition, no assurance can be given that the
price of the Deliverable Shares will increase so that the value of the
Deliverable Shares that the holders of the Callable STRIDES may receive on the
maturity date, if not previously called by us, or redeemed, will exceed the
original public offering price of the Callable STRIDES.
High Low
---- ---
2001
First Quarter..................... $37.815 $24.625
Second Quarter.................... $32.490 $22.625
Third Quarter..................... $32.110 $19.300
Fourth Quarter.................... $34.610 $19.540
2002
First Quarter..................... $35.790 $28.550
Second Quarter.................... $31.200 $18.270
Third Quarter..................... $19.590 $13.890
Fourth Quarter.................... $21.050 $13.220
2003
First Quarter..................... $18.900 $15.050
Second Quarter.................... $22.140 $16.420
Third Quarter..................... $29.180 $21.410
Fourth Quarter.................... $34.120 $28.620
2004
First Quarter..................... $34.240 $26.160
Second Quarter.................... $28.990 $25.730
Third Quarter..................... $27.020 $19.680
Fourth Quarter.................... $24.800 $20.280
2005
First Quarter..................... $25.110 $21.990
Second Quarter.................... $27.700 $22.120
Third Quarter..................... $28.710 $23.830
Fourth Quarter.................... $27.430 $22.650
2006 (through 3/17)
First Quarter..................... $26.470 $19.540
PS-24
UNITED STATES FEDERAL INCOME TAXATION
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.
Set forth in full below is the opinion of Sidley Austin LLP, counsel
to ML&Co. ("Tax Counsel"). As the law applicable to the U.S. federal income
taxation of instruments such as the Callable STRIDES is technical and complex,
the discussion below necessarily represents only a general summary. The
following discussion is based upon laws, regulations, rulings and decisions
now in effect, all of which are subject to change (including changes in
effective dates) or possible differing interpretations. It deals only with
Callable STRIDES held as capital assets and does not purport to deal with
persons in special tax situations, such as financial institutions, insurance
companies, real estate investment trusts, regulated investment companies,
tax-exempt entities or persons holding Callable STRIDES in a tax-deferred or
tax-advantaged account (except to the extent specifically discussed below),
dealers in securities or currencies, traders in securities that elect to mark
to market, persons subject to the alternative minimum tax, persons holding
Callable STRIDES 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 (except where otherwise specifically noted). If a partnership holds
the Callable STRIDES, 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
Callable STRIDES should consult their tax advisors. Moreover, all persons
considering the purchase of the Callable STRIDES should consult their own tax
advisors concerning the application of U.S. federal income tax laws to their
particular situations as well as any consequences of the purchase, ownership
and disposition of the Callable STRIDES arising under the laws of any other
taxing jurisdiction.
As used herein, the term "U.S. Holder" means a beneficial owner of a
Callable STRIDES that is for U.S. federal income tax purposes (i) a citizen or
resident of the United States, (ii) a corporation or a partnership (including
an entity treated as a corporation or a partnership for U.S. federal income
tax purposes) created or organized in or under the laws of the United States,
any state thereof or the District of Columbia (unless, in the case of a
partnership, Treasury regulations are adopted that provide otherwise), (iii)
an estate the income of which is subject to U.S. federal income tax regardless
of its source, (iv) 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 (v) any other person whose income or gain in respect
of a Callable STRIDES is effectively connected with the conduct of a United
States trade or business. Certain trusts not described in clause (iv) above in
existence on August 20, 1996, that elect to be treated as United States
persons will also be U.S. Holders for purposes of the following discussion. As
used herein, the term "non-U.S. Holder" means a beneficial owner of a Callable
STRIDES that is not a U.S. Holder.
General
There are no statutory provisions, regulations, published rulings or
judicial decisions addressing or involving the characterization and treatment,
for U.S. federal income tax purposes, of the Callable STRIDES or securities
with terms substantially the same as the Callable STRIDES. Accordingly, the
proper U.S. federal income tax characterization and treatment of the Callable
STRIDES is uncertain. Pursuant to the terms of the Callable STRIDES, ML&Co.
and every holder of a Callable STRIDES agree (in the absence of an
administrative determination, judicial ruling or other authoritative guidance
to the contrary) to characterize and treat a Callable STRIDES for all tax
purposes as an investment unit consisting of the following components (the
"Components"): (i) a debt instrument of ML&Co. (the "Debt Instrument") with a
fixed principal amount unconditionally payable on the maturity date equal to
the principal amount of the Callable STRIDES and bearing stated interest at
the stated interest rate for the Callable STRIDES (the "Interest Rate") and
(ii) a contract (the "Forward Contract") pursuant to which the holder agrees
to use the principal payment due on the Debt Instrument to make a payment to
ML&Co. in exchange for the right to receive on the maturity date a number of
Deliverable Shares equal to the then current Share Multiplier (subject to our
right to cancel the Forward Contract in the event that we exercise our right
to call the Callable STRIDES prior to the maturity date). In the opinion of
Tax Counsel, such characterization and tax treatment of the Callable STRIDES,
although not the only reasonable characterization and tax treatment, is based
on
PS-25
reasonable interpretations of law currently in effect and, even if
successfully challenged by the Internal Revenue Service (the "IRS"), will not
result in the imposition of penalties. Furthermore, based on ML&Co.'s
determination of the relative fair market values of the Components at the time
of issuance of the Callable STRIDES, ML&Co. will assign $ of the original
issue price of the Callable STRIDES to the Debt Instrument and will assign $
of the original issue price of the Callable STRIDES to the Forward Contract.
Based upon the foregoing, a U.S. Holder who acquires a Callable STRIDES in
connection with the original issuance thereof will be treated as having
purchased the Debt Instrument for $ and as having received an initial payment
(the "Initial Forward Contract Payment") with respect to the Forward Contract
in an amount equal to $ . The initial payment deemed to have been received by
a U.S. Holder with respect to the Forward Contract (i.e., the Initial Forward
Contract Payment) should only be taken into account by the U.S. Holder as an
additional amount realized with respect to the Forward Contract on the earlier
of the sale or other disposition of the Callable STRIDES by the U.S. Holder
(including a redemption of the Callable STRIDES if we call the Callable
STRIDES prior to the maturity date) or on the maturity date (which would
reduce the U.S. Holder's tax basis in any Deliverable Shares received thereby
on the maturity date). ML&Co.'s allocation of the original issue price will be
binding on a U.S. Holder of a Callable STRIDES, unless the U.S. Holder timely
and explicitly discloses to the IRS that its allocation is different from
ML&Co.'s. The characterization and tax treatment of the Callable STRIDES
described above and ML&Co.'s allocation are not, however, binding on the IRS
or the courts. No statutory, judicial or administrative authority directly
addresses the characterization and tax treatment of the Callable STRIDES or
instruments similar to the Callable STRIDES for U.S. federal income tax
purposes, and no ruling is being requested from the IRS with respect to the
Callable STRIDES.
Due to the absence of authorities that directly address instruments
that are similar to the Callable STRIDES, significant aspects of the U.S.
federal income tax consequences of an investment in the Callable STRIDES are
not certain, and no assurance can be given that the IRS or the courts will
agree with the characterization and tax treatment described above.
Accordingly, prospective purchasers are urged to consult their tax advisors
regarding the U.S. federal income tax consequences of an investment in a
Callable STRIDES (including alternative characterizations and tax treatments
of a Callable STRIDES) and with respect to any tax consequences arising under
the laws of any state, local or foreign taxing jurisdiction. Unless otherwise
stated, the following discussions are based on the assumption that the
characterization and tax treatment and the allocation described above are
accepted for U.S. federal income tax purposes.
Tax Treatment of a Callable STRIDES
Interest on the Debt Instrument. As described above, the Debt
Instrument is treated as bearing interest at a stated rate of 7% per annum
(i.e., the Interest Rate). If the maturity date of the Callable STRIDES is
more than one year after the issue date of the Callable STRIDES, a U.S. Holder
will include "qualified stated interest" equal to the stated interest on the
Callable STRIDES in income in accordance with the U.S. Holder's regular method
of accounting for U.S. federal income tax purposes (subject to the bond
premium rules). Based on ML&Co.'s determination set forth above, the U.S.
Holder's tax basis in the Debt Instrument will initially be $ .
Alternatively, if the maturity date of the Callable STRIDES is one
year or less after the issue date of the Callable STRIDES, then the Debt
Instrument will be treated as having been issued with original issue discount.
Accordingly, in general, the Debt Instrument will be treated as having been
issued with original issue discount in an amount equal to the excess of (a)
the sum of (i) the principal amount of the Debt Instrument (i.e., the
Principal Amount of a Callable STRIDES) and (ii) all interest payable on the
Debt Instrument at the Interest Rate throughout the term of the Debt
Instrument (the "Interest Payments") over (b) the Debt Instrument's issue
price. For these purposes, the Debt Instrument's issue price will equal $ of
the original issue price. In general, an individual or other cash method U.S.
Holder is not required to accrue such original issue discount, unless the U.S.
Holder elects to do so. If such an election is not made, any gain recognized
by the U.S. Holder on the sale, exchange, redemption or maturity of the Debt
Instrument will be ordinary income to the extent of the original issue
discount accrued on a straight-line basis, or upon election under the constant
yield method (based on daily compounding), through the date of sale, exchange,
redemption or maturity, and a portion of the deductions otherwise allowable to
the U.S. Holder for interest on borrowings allocable to the Debt Instrument
will be deferred until a corresponding amount of income is realized. U.S.
Holders who report income for United States federal income tax purposes under
the accrual method, and certain other holders including banks and dealers in
securities, will be required to accrue original issue discount on the Debt
Instrument on a straight-line basis unless an election is made to accrue the
original issue
PS-26
discount under a constant yield method (based on daily compounding). Under the
foregoing rules, a U.S. Holder will not be required to separately include the
Interest Payments in such U.S. Holder's income, regardless of the U.S.
Holder's regular method of tax accounting. Based on ML&Co.'s determination set
forth above, the U.S. Holder's tax basis in the Debt Instrument will initially
be $ . A U.S. Holder's tax basis in the Debt Instrument will be increased by
any original issue discount previously included in income by the U.S. Holder
with respect to the Debt Instrument, and decreased by the amount of any
payments of stated interest (i.e., the Interest Payments) previously received
by the U.S. Holder with respect to the Debt Instrument.
Settlement of the Forward Contract. Upon the final settlement of the
Forward Contract on the maturity date, a U.S. Holder would be deemed to have
applied an amount (the "Forward Contract Payment Amount") equal to the
principal amount of the Debt Instrument less the Initial Forward Contract
Payment toward the purchase of the Deliverable Shares, and a U.S. Holder
should not recognize any gain or loss with respect to the Deliverable Shares
received upon the final settlement of the Forward Contract. However, a U.S.
Holder would be required to recognize gain or loss with respect to any cash
received in lieu of fractional Deliverable Shares. The amount of that gain or
loss would be equal to the difference, if any, between the amount of cash
received and the portion of the Forward Contract Payment Amount that is
allocable to those fractional Deliverable Shares. Any such gain or loss would
be treated as short-term capital gain or loss. A U.S. Holder's tax basis in
the Deliverable Shares so received would be equal to the Forward Contract
Payment Amount less the portion of the Forward Contract Payment Amount that is
allocable to any fractional Deliverable Shares. A U.S. Holder's holding period
for the Deliverable Shares would begin on the day immediately following the
maturity date. Notwithstanding the foregoing, any cash received on the
maturity date that is attributable to accrued interest on the Debt Instrument
would be taxed as described under "Tax Treatment of a Callable
STRIDES--Interest on the Debt Instrument" above.
Sale, Exchange or Redemption of the Callable STRIDES
Upon a sale, exchange or redemption of a Callable STRIDES prior to
the maturity date of the Callable STRIDES, a U.S. Holder would recognize
taxable gain or loss equal to the difference between the amount realized on
that sale, exchange or redemption (as allocated among the Components in
accordance with their relative fair market values) and a U.S. Holder's tax
basis in the Components deemed so sold, exchanged or redeemed. Any such gain
or loss would generally be long-term or short-term capital gain or loss
(depending on the U.S. Holder's holding period for the Callable STRIDES). For
these purposes, the amount realized does not include any amount attributable
to accrued interest on the Debt Instrument, which would be taxed as described
under "Tax Treatment of a Callable STRIDES--Interest on the Debt Instrument"
above. If on any date the Closing Market Price of one Deliverable Share is
less than $1.00 and, as a result, the Callable STRIDES are redeemed by us on
the third Business Day following that date, for these purposes, the Debt
Instrument should be treated as having been redeemed for an amount equal to
the sum of the principal amount of the Debt Instrument and the present value
amount. In addition, in that event, the amount realized should not include any
Deliverable Shares received by a U.S. Holder, which would be treated as a
purchase of those Deliverable Shares in settlement of the Forward Contract for
an amount equal to the Forward Contract Payment Amount.
Premium
If a U.S. Holder purchases the Debt Instrument for an amount that is
greater than the sum of all amounts payable on the Debt Instrument after the
purchase date other than payments of qualified stated interest (i.e., the
principal amount), a U.S. Holder will be considered to have purchased the Debt
Instrument with "amortizable bond premium" equal in amount to that excess. A
U.S. Holder may elect to amortize that premium using a constant yield method
over the remaining term of the Debt Instrument and may offset interest
otherwise required to be included in respect of the Debt Instrument during any
taxable year by the amortized amount of that excess for the taxable year.
However, because the Callable STRIDES may be optionally called by ML&Co. on or
after October , 2006, special rules would apply which could possibly result in
a deferral of the amortization of some bond premium until later in the term of
the Debt Instrument. U.S. Holders are urged to consult their own tax advisors
regarding the application of these special rules. Any election to amortize
bond premium applies to all taxable debt instruments acquired by the U.S.
Holder on or after the first day of the first taxable year to which that
election applies and may be revoked only with the consent of the IRS.
PS-27
Possible Alternative Tax Treatments of an Investment in a Callable STRIDES
Due to the absence of authorities that directly address the proper
characterization of the Callable STRIDES, no assurance can be given that the
IRS will accept, or that a court will uphold, the characterization and tax
treatment described above. In particular, the IRS could seek to analyze the
U.S. federal income tax consequences of owning a Callable STRIDES under
Treasury regulations governing contingent payment debt instruments (the "CPDI
Regulations").
ML&Co. will take the position that the CPDI Regulations do not apply
to the Callable STRIDES. If the IRS were successful in asserting that the CPDI
Regulations applied to the Callable STRIDES, the timing and character of
income thereon would be significantly affected. Among other things, a U.S.
Holder would be required to accrue as original issue discount, subject to the
adjustments described below, income at a "comparable yield" on the issue
price, regardless of the U.S. Holder's usual method of accounting for U.S.
federal income tax purposes. In addition, the CPDI Regulations require that a
projected payment schedule, which results in such a "comparable yield," be
determined, and that adjustments to income accruals be made to account for
differences between actual payments and projected amounts (including upon
receipt of the Deliverable Shares on the maturity date). Furthermore, any gain
realized with respect to a Callable STRIDES would generally be treated as
ordinary income, and any loss realized would generally be treated as ordinary
loss to the extent of the U.S. Holder's prior ordinary income inclusions
(which were not previously reversed) with respect to the Callable STRIDES.
Even if the CPDI Regulations do not apply to the Callable STRIDES,
other alternative U.S. federal income tax characterizations or treatments of
the Callable STRIDES are also possible, which may also affect the timing and
the character of the income or loss with respect to the Callable STRIDES.
Accordingly, prospective purchasers are urged to consult their tax advisors
regarding the U.S. federal income tax consequences of an investment in a
Callable STRIDES.
Constructive Ownership Law
Section 1260 of the Internal Revenue Code of 1986, as amended (the
"Code") treats a taxpayer owning certain types of derivative positions in
property as having "constructive ownership" of that property, with the result
that all or a portion of any long-term capital gain recognized by such
taxpayer with respect to the derivative position will be recharacterized as
ordinary income. In its current form, Section 1260 of the Code does not apply
to a Callable STRIDES. If Section 1260 of the Code were to apply to a Callable
STRIDES in the future, however, the effect on a U.S. Holder of a Callable
STRIDES would be to treat all or a portion of any long-term capital gain
recognized by such U.S. Holder on the sale, exchange, redemption or maturity
of a Callable STRIDES (or upon the sale of any Deliverable Shares received
thereon) as ordinary income. In addition, Section 1260 of the Code would
impose an interest charge on any such gain that was recharacterized. U.S.
Holders should consult their tax advisors regarding the potential application
of Section 1260 of the Code, if any, to the purchase, ownership and
disposition of a Callable STRIDES.
Unrelated Business Taxable Income
Section 511 of 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. As discussed above,
the U.S. federal income tax characterization and treatment of the Callable
STRIDES is uncertain. Nevertheless, in general, if the Callable STRIDES are
held for investment purposes, the amount of income or gain, if any, realized
over the term of the Callable STRIDES, on the maturity date or upon a sale,
exchange or redemption of a Callable STRIDES prior to the maturity date, or
any income that would accrue to a holder of a Callable STRIDES if the Callable
STRIDES were characterized as contingent payment debt instruments (as
discussed above), will not constitute unrelated business taxable income.
However, if a Callable STRIDES constitutes debt-financed property (as defined
in Section 514(b) of the Code) by reason of indebtedness incurred by a holder
of a Callable STRIDES to purchase the Callable STRIDES, all or a portion of
any income or gain realized with respect to such Callable STRIDES may be
classified as unrelated business taxable income pursuant to Section 514 of the
Code. Moreover, prospective investors in the Callable STRIDES should be aware
that whether or not any income or gain realized with respect to a Callable
STRIDES which is owned by an organization that is generally exempt from U.S.
federal income taxation pursuant to
PS-28
Section 501(a) of the Code constitutes unrelated business taxable income will
depend upon the specific facts and circumstances applicable to such
organization. Accordingly, any potential investors in the Callable STRIDES
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 Callable STRIDES.
Non-U.S. Holders
In the case of a non-U.S. Holder, ML&Co. intends to withhold
applicable United States withholding taxes at a rate of 30% on payments of
interest made with respect to the Callable STRIDES subject to reduction by
applicable treaty or upon the receipt of a Form W-8ECI from a non-U.S. Holder
claiming that the payments are effectively connected with the conduct of a
United States trade or business. Any capital gain realized upon the sale or
other disposition of a Callable STRIDES by a non-U.S. Holder will generally
not be subject to U.S. federal income tax if (i) that gain is not effectively
connected with a United States trade or business of that non-U.S. Holder and
(ii) in the case of an individual non-U.S. Holder, that individual is not
present in the United States for 183 days or more in the taxable year of the
sale or other disposition and that individual does not have a "tax home" (as
defined for U.S. federal income tax purposes) in the United States.
Backup Withholding and Information Reporting
A beneficial owner of a Callable STRIDES may be subject to
information reporting with respect to certain amounts paid to the beneficial
owner. A beneficial owner of a Callable STRIDES may also be subject to backup
withholding at the applicable statutory rate of U.S. federal income tax on
certain amounts paid to the beneficial owner unless such beneficial owner
provides proof of an applicable exemption or a correct taxpayer identification
number, and otherwise complies with applicable requirements of the backup
withholding rules.
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
such beneficial owner's U.S. federal income tax provided the required
information is furnished to the IRS.
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 Callable STRIDES. 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 Callable STRIDES 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 Callable STRIDES are acquired pursuant
to and in accordance with an
PS-29
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 Callable STRIDES. These exemptions are:
(1) PTCE 84-14, an exemption for certain transactions determined 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; or
(5) PTCE 96-23, an exemption for plan asset transactions managed by
in-house asset managers.
The Callable STRIDES 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 any of the PTCEs
listed above or another applicable similar exemption. Any purchaser or holder
of the Callable STRIDES or any interest in the Callable STRIDES will be deemed
to have represented by its purchase and holding of the Callable STRIDES that
it either (1) is not a plan or a plan asset entity and is not purchasing those
Callable STRIDES 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 Callable
STRIDES or any interest in the Callable STRIDES which is a non-ERISA
arrangement will be deemed to have represented by its purchase and holding of
the Callable STRIDES that its purchase and holding will not violate the
provisions of any similar law.
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
Callable STRIDES 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 Callable STRIDES will be used
as described under "Use of Proceeds" in the accompanying prospectus and to
hedge market risks of ML&Co. associated with its obligations in connection
with the Callable STRIDES.
SUPPLEMENTAL PLAN OF DISTRIBUTION
MLPF&S has advised ML&Co. that is proposed initially to offer all or
part of the Callable STRIDES directly to the public on a fixed price basis at
the offering prices set forth on the cover of this pricing supplement. After
the initial public offering, the public offering prices 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 Callable STRIDES 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 30, 2005 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.
PS-30
INDEX OF CERTAIN DEFINED TERMS
Page
----
accrued interest amount.................................................PS-16
Business Day............................................................PS-12
Call Date................................................................PS-4
Call Price...............................................................PS-5
Closing Market Price....................................................PS-18
Deliverable Shares.......................................................PS-3
ex-dividend date........................................................PS-18
Exchange Property.......................................................PS-21
Extraordinary Dividend..................................................PS-17
Extraordinary Dividend Amount...........................................PS-18
Final Amount.............................................................PS-5
Market Disruption Event.................................................PS-19
present value amount....................................................PS-16
Pricing Date.............................................................PS-4
Redemption Date.........................................................PS-16
Redemption Price........................................................PS-16
Reorganization Event....................................................PS-21
Share Multiplier.........................................................PS-4
Trading Day.............................................................PS-12
Underlying Company.......................................................PS-3
Volume Weighted Average Price...........................................PS-11
PS-31
ANNEX A
Call Price Calculation Methodology
The Call Price is the amount of cash, per Callable STRIDES, that when
discounted from the Call Date to the original issue date by a discount factor
based on an annual yield to call of 15% (the midpoint of the expected range of
13% to 17%) and when added to the present value of all interest payments made
through and including the applicable Call Date discounted to the original
issue date by that same discount factor, will equal the original issue price.
As an example, the following steps describe the calculation of the
Call Price for January 31, 2007:
o First, the sum of the present values on the original issue date
of all interest payments (assuming a discount factor based on
an annual yield to call of 15%, the midpoint of the expected
range of 13% to 17%) made on the Callable STRIDES through and
including the applicable Call Date is calculated. For a more
detailed description of this calculation, please see the table
below.
The following table illustrates, for the scheduled interest payment
dates and the scheduled Call Date listed, the:
(a) amount of interest payable (computed on the basis of a 360-day
year of twelve 30-day months) on the applicable date;
(b) years from the original issue date to the applicable interest
payment date (computed on the basis of a 360-day year of twelve
30-day months);
(c) discount factor(1) based upon an annual yield to call of 15%
(the midpoint of the expected range of 13% to 17%);
(d) present value at the original issue date of the interest
payments; and
(e) the sum of the present values of all interest payments
discounted to the original issue date.
This table assumes:
o hypothetical original issue date: March 20, 2006
o hypothetical initial Share 1.27739371 (based upon the
Multiplier: Volume Weighted Average
Price of the Deliverable
Shares of $19.5711 on the
hypothetical Pricing Date of
March 17, 2006)
o interest rate: 7% per year
o hypothetical interest payment dates: On the 20th day of March,
June, September and December
of each year, beginning June
20, 2006 (computed on the
basis of a 360-day year of
twelve 30-day months,
compounded annually)
o hypothetical yield to call: 15%, the midpoint of the
expected range between 13%
and 17% (computed on the
basis of a 360-day year of
twelve 30-day months,
compounded annually)
o hypothetical stated maturity date: March 20, 2007
A-1
Discount
Years Factor(1)
From Based Present Value at
Interest Original on the Original Issue
Amount Issue Yield to Date of Interest
Date(2) Payable Date Call Payments(3)
---------- -------- -------- --------- -----------------
03/20/2006 0.000000 1.000000
06/20/2006 0.437500 0.250000 0.965663 0.422478
09/20/2006 0.437500 0.500000 0.932505 0.407971
12/20/2006 0.437500 0.750000 0.900485 0.393962
01/31/2007 0.199306 0.863889 0.886265 0.176638
-----------------
Sum of the present values of all interest payments: 1.401049
=================
o Next, the sum of the present values of the interest payments is
subtracted from the original issue price to produce the present
value of the Call Price on the original issue date:
$25.00 - $1.401049 = $23.598951 (the present value of the Call
Price)
o Finally, the present value of the Call Price is divided by the
applicable discount factor(1) and rounded to the fourth decimal
place, the quotient being the present value of the Call Price
payable on the applicable Call Date:
$23.598951
------------- = $26.6274 (the Call Price)
0.886265
X
(1) The discount factor is equal to ( 1 ) , where X is the number of
(--------) years from the original
( 1.15 ) issue date
(computed on the basis of a 360-day year of twelve 30-day months
compounded annually). The actual discount factor will be determined
on the Pricing Date based upon the actual yield to call and will be
disclosed in the final pricing supplement made available in
connection with sales of the Callable STRIDES.
(2) The dates in this column reflect the original issue date, the
scheduled interest payment dates and January 31, 2007, the Call Date
used in calculating this example. If a scheduled interest payment
date falls on a day that is not a Business Day, payment will be made
on the following Business Day, however, the present values of the
interest payments will be calculated assuming each payment is made on
the calendar day scheduled for that payment.
(3) The present values in this column represent the product of the
applicable interest payment amount and the corresponding discount
factor. Due to rounding, the numbers in this column may not equal the
sum of the present values of all interest payments.
A-2
Units
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
7% Callable STock Return Income DEbt Securities(SM)
due April , 2007
"Callable STRIDES(SM)"
Payable on the maturity date with Intel Corporation common stock
$25 original public offering price per unit
------------------
PRICING SUPPLEMENT
------------------
Merrill Lynch & Co.
March , 2006
"STock Return Income DEbt Securities" and "STRIDES" are service marks of
Merrill Lynch & Co., Inc.