Subject to Completion
Preliminary Pricing Supplement Dated April 22, 2003
PRICING SUPPLEMENT DATED: APRIL , 2003 Rule 424(b)(3)
- --------------------------------------- File No. 333-97937
(To Prospectus Supplement and Prospectus dated September
25, 2002)
Pricing Supplement Number:
Merrill Lynch & Co., Inc.
Merrill Lynch CoreNotes(SM)
____________
Investing in the notes involves risks that are described in the "Risk
Factors" section of this Pricing Supplement and the accompanying Prospectus
Supplement.
Aggregate Principal Amount........... $
Stated Maturity Date................. May , 2008
Issue Price.......................... 100% of the principal amount
Original Issue Date.................. May , 2003
Interest Calculation................. Floating Rate Note
Day Count Convention................. Actual/Actual
Interest Rate Basis.................. Treasury Rate
Index Maturity....................... 3 months
Spread............................... +0.80%
Initial Interest Rate................ Calculated as if the Original Issue Date were an
Interest Reset Date.
Maximum Interest Rate................ A percentage expected to be between 5.40% and 5.60%
per annum with respect to each Interest Reset Period,
as defined in this pricing supplement. (The actual
Maximum Interest Rate will be determined on the date
the notes are priced for initial sale to the public.)
Minimum Interest Rate................ N/A
Interest Payment Dates............... Quarterly, on the third Wednesday of February, May,
August and November of each year commencing August 20,
2003 and at maturity.
Interest Reset Dates................. Quarterly, on the third Wednesday of February, May, August
and November of each year commencing August 20, 2003.
Survivor's Option.................... Yes.
CUSIP Number.........................
Form of Notes........................ Book-entry.
Denominations........................ We will issue and sell the notes in denominations of $1,000 and
integral multiples of $1,000 in excess thereof.
PS-1
Trustee.............................. JPMorgan Chase Bank
Calculation Agent.................... Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S")
All determinations made by the calculation agent will
be at the sole discretion of the calculation agent
and, absent manifest error, will be conclusive for all
purposes and binding on Merrill Lynch & Co., Inc.
("ML&Co.") and beneficial owners of the notes.
All percentages resulting from any calculation on the notes
will be rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage
point rounded upwards, e.g., 9.876545% (or .09876545) would
be rounded to 9.87655% (or .0987655). All dollar amounts
used in or resulting from this calculation will be rounded
to the nearest cent with one-half cent being rounded upwards.
Proceeds to ML&Co.................... $
Purchasing Agent..................... MLPF&S
Purchasing Agent's Discount.......... $
PS-2
RISK FACTORS
Your investment in the notes involves certain risks. In consultation
with your own financial and legal advisers, you should carefully consider,
among other matters, the following discussion of risks, as well as the risks
described in the accompanying Prospectus Supplement, before deciding whether
an investment in the notes is suitable for you. The notes are not an
appropriate investment for you if you are unsophisticated with respect to
their significant components and interrelationships.
Structure Risks of Notes Indexed to Interest Rates
Because the notes are indexed to the Treasury Rate, there will be
significant risks not associated with a conventional fixed rate debt security.
These risks include fluctuation of the interest rates and the possibility that
you will receive a lower amount of interest. We have no control over a number
of matters, including economic, financial and political events, that are
important in determining the existence, magnitude and longevity of these risks
and their results. In recent years, values of certain interest rates have been
volatile, and volatility in those and other interest rates may be expected in
the future. However, past experience is not necessarily indicative of what may
occur in the future.
Your Return Will be Limited
You should understand that because the notes are subject to a Maximum
Interest Rate, as defined below, the rate of interest that will accrue on the
notes during any Interest Reset Period, as defined below, will never exceed an
amount expected to be between 5.40% and 5.60% per annum. The actual Maximum
Interest Rate will be determined on the date the notes are priced for initial
sale to the public.
DESCRIPTION OF THE NOTES
Each $1,000 principal amount of notes will bear interest from the
Original Issue Date pursuant to the interest rate determined in accordance
with the procedures described herein, until the principal of the note is paid
or made available for payment. Interest will be payable in arrears on each
Interest Payment Date on which an installment of interest is due and payable
and at maturity. The first payment of interest on any note originally issued
between a regular record date and the related Interest Payment Date will be
made on the Interest Payment Date immediately following the next succeeding
regular record date to the holder on the next succeeding regular record date.
The regular record date will be the fifteenth calendar day, whether or not a
Business Day, immediately preceding the related Interest Payment Date.
As reset on each Interest Reset Date, as defined below, the interest
rate borne by each $1,000 principal amount of notes shall be determined by
reference to the applicable Interest Rate Basis specified herein, plus the
applicable Spread, subject to the Maximum Interest Rate. For example, if for
any Interest Reset Date, the sum of the Interest Rate Basis and the Spread
exceeded the Maximum Interest Rate, the interest rate applicable to the notes
for that Interest Reset Period would be the Maximum Interest Rate expected to
be between 5.40% and 5.60% per annum. As used in this pricing supplement, the
"Spread" means the number of basis points to be added to the Interest Rate
Basis. Commencing on the first Interest Reset Date, the rate at which interest
on the notes will be payable will be reset as of each Interest Reset Date.
The interest rate derived from an Interest Rate Basis will be
determined in accordance with the applicable provisions below. The interest
rate in effect on each day will be based on:
o if the day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date, as
defined below, immediately preceding the applicable
Interest Reset Date, or
o if the day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date
immediately preceding the most recent Interest Reset
Date.
PS-3
Interest Reset Dates. The dates specified above under the heading
"Interest Reset Dates" are the dates on which the interest rate will be reset,
and each is referred to as an "Interest Reset Date". If any Interest Reset
Date for the notes would otherwise be a day that is not a Business Day, the
applicable Interest Reset Date will be postponed to the next succeeding day
that is a Business Day. As used herein, an "Interest Reset Period" shall be
the period from and including the most recent Interest Reset Date to but
excluding the immediately succeeding Interest Reset Date or maturity date, as
the case may be.
Interest Payments. The dates specified above under the heading
"Interest Payment Dates" are the dates on which interest will be payable. Each
$1,000 principal amount of notes will bear interest from the Original Issue
Date at the rates specified herein until the principal amount is paid or
otherwise made available for payment. If any Interest Payment Date, other than
an Interest Payment Date at maturity, would otherwise be a day that is not a
Business Day, the Interest Payment Date will be postponed to the next
succeeding day that is a Business Day. If the maturity of the notes falls on a
day that is not a Business Day, we will make the required payment of
principal, premium, if any, and interest on the next succeeding Business Day,
and no additional interest on such payment will accrue for the period from and
after the maturity.
Interest payments on each $1,000 principal amount of notes will equal
the amount of interest accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has been paid or from and
including the Original Issue Date, if no interest has been paid, to but
excluding the related Interest Payment Date or maturity.
With respect to each $1,000 principal amount of notes, accrued
interest is calculated by multiplying the principal amount by an accrued
interest factor. The accrued interest factor is computed by adding the
interest factor calculated for each day in the period for which accrued
interest is being calculated. The interest factor for each day will be
computed by dividing the interest rate applicable to each day by the actual
number of days in the year, as indicated above.
Interest Determination Dates. The interest rate applicable to each
Interest Reset Period commencing on the Interest Reset Date with respect to
that Interest Reset Period will be the rate determined as of the applicable
"Interest Determination Date". The Interest Determination Date with respect to
the notes will be the day in the week in which the related Interest Reset Date
falls on which day Treasury Bills, as defined below, are normally auctioned.
Treasury Bills are normally sold at auction on Monday of each week, unless
that day is a legal holiday, in which case the auction is normally held on the
following Tuesday, except that the auction may be held on the preceding
Friday; provided, however, that if an auction is held on the Friday of the
week preceding the Interest Reset Date, the related Interest Determination
Date will be the preceding Friday.
Maximum and Minimum Interest Rates. If specified above, each $1,000
principal amount of notes may also have either or both of the following:
o a maximum numerical limitation, or ceiling, on the rate
at which interest may accrue during any Interest Reset
Period (a "Maximum Interest Rate"), and
o a minimum numerical limitation, or floor, on the rate at
which interest may accrue during any Interest Reset
Period (a "Minimum Interest Rate").
The notes are issued as a series of debt securities under a senior
indenture, dated as of October 1, 1993, as amended (the "1993 Indenture"),
between ML&Co. and JPMorgan Chase Bank, as trustee. The 1993 Indenture is, and
any notes issued under the 1993 Indenture will be, governed by and construed
in accordance with the laws of the State of New York.
PS-4
Calculation Date. MLPF&S will be the calculation agent. Upon the
request of the holder of the notes, the calculation agent will provide the
interest rate then in effect and, if determined, the interest rate that will
become effective as a result of a determination made for the next Interest
Reset Date with respect to the note. Unless otherwise specified herein, the
calculation date, if applicable, pertaining to any Interest Determination Date
will be the earlier of:
o the tenth calendar day after the applicable Interest
Determination Date, or, if the tenth calendar day is not
a Business Day, the next succeeding Business Day, or
o the Business Day immediately preceding the applicable
Interest Payment Date or maturity, as the case may be.
Treasury Rate. "Treasury Rate" means:
(1) the rate from the auction held on the particular
Interest Determination Date (the "Auction") of direct
obligations of the United States ("Treasury Bills")
having the Index Maturity specified above, under the
caption "INVESTMENT RATE" on the display on Moneyline
Telerate or any successor service on page 56 or any
other page as may replace page 56 on that service or
page 57 or any other page as may replace page 57 on that
service, or
(2) if the rate referred to in clause (1) is not published
by 3:00 P.M., New York City time, on the related
calculation date, the rate of Treasury Bills as
published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "T- Bill Auction
Average Investment 3 Month", or
(3) if the rate referred to in clause (2) is not published
by 3:00 P.M., New York City time, on the related
calculation date, the Bond Equivalent Yield, as defined
below, of the auction rate of the applicable Treasury
Bills as announced by the United States Department of
the Treasury, or
(4) if the rate referred to in clause (3) is not announced
by the United States Department of the Treasury, or if
the Auction is not held, the Bond Equivalent Yield of
the rate on the particular Interest Determination Date
of the applicable Treasury Bills as published in
H.15(519) under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market", or
(5) if the rate referred to in clause (4) is not published
by 3:00 P.M., New York City time, on the related
calculation date, the rate on the particular Interest
Determination Date of the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the
applicable rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market", or
(6) if the rate referred to in clause (5) is not published
by 3:00 P.M., New York City time, on the related
calculation date, the rate on the particular Interest
Determination Date calculated by the calculation agent
as the Bond Equivalent Yield of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on that Interest Determination
Date, of three primary United States government
securities dealers, which may include the calculation
agent or its affiliates, selected by the calculation
agent, for the issue of Treasury Bills with a remaining
maturity closest to the particular Index Maturity, or
(7) if the dealers selected by the calculation agent are not
quoting as mentioned in clause (6), the Treasury Rate
already in effect on the particular Interest
Determination Date.
PS-5
"Bond Equivalent Yield" means a yield calculated in accordance with
the following formula and expressed as a percentage:
D x N
Bond Equivalent Yield = -------------- x 100
360-(D x M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as
the case may be, and "M" refers to the actual number of days in the applicable
interest period.
"Moneyline Telerate page 56" or "Moneyline Telerate page 57" means the
display on Moneyline Telerate page 56 or 57 or any successor service or page
thereto for the purpose of displaying the rate for direct obligations of the
United States.
"H.15(519)" means the weekly statistical release designated as
H.15(519), or any successor publication, published by the Board of Governors
of the Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available
through the world-wide-web site of the Board of Governors of the Federal
Reserve System at http://www.federalreserve.gov/releases/h15/update, or any
successor site or publication.
UNITED STATES FEDERAL INCOME TAXATION
Under the OID Regulations (as defined in the accompanying Prospectus
Supplement), the notes will be treated as providing for stated interest at a
single qualified floating rate. As a result, the notes will constitute
variable rate debt instruments, within the meaning of the OID Regulations. In
general, under the OID Regulations, all stated interest on the notes will
constitute qualified stated interest. In particular, the amount of qualified
stated interest that accrues with respect to a note during any accrual period
will be determined under the rules applicable to fixed rate debt instruments
by assuming that the qualified floating rate (i.e., the Interest Rate Basis
plus the Spread) is a fixed rate equal to the value of the qualified floating
rate (i.e., the Interest Rate Basis plus the Spread) as of the Original Issue
Date (i.e., the Initial Interest rate). The qualified stated interest
allocable to an accrual period will be increased (or decreased) if the
interest actually paid during an accrual period exceeds (or is less than) the
interest assumed to be paid during the accrual period pursuant to the
foregoing rules.
Prospective investors should consult the summary describing the
principal U.S. federal income tax consequences of the ownership and
disposition of the notes contained in the section entitled "United States
Federal Income Taxation" in the accompanying Prospectus Supplement.
PS-6