Subject to Completion
Preliminary Pricing Supplement Dated June 17, 2003
PRICING SUPPLEMENT DATED: JUNE , 2003 Rule 424(b)(3)
- -------------------------------------- File No. 333-105098
(To Prospectus Supplement and Prospectus
dated June 3, 2003)
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 the accompanying Prospectus Supplement.
Aggregate Principal Amount................... $
Stated Maturity Date......................... June , 2011
Issue Price.................................. 100% of the principal amount
Original Issue Date.......................... June , 2003
Interest Calculation......................... Floating Rate/Fixed Rate
Day Count Convention......................... Actual/Actual
Interest Rate Basis.......................... From and including June , 2003 through but excluding June ,
2007 the notes will bear interest at the Treasury Rate plus the
applicable Spread. From and including June , 2007, the notes
will bear interest at the Fixed Interest Rate.
Index Maturity............................... 3 months
Spread....................................... +0.80%
Fixed Interest Rate.......................... Expected to be between 4.90% and 5.20% per annum. The actual
Fixed Interest Rate will be determined on the date the notes are
priced for initial sale to the public.
Initial Interest Rate........................ Calculated as if the Original Issue Date were an Interest Reset
Date.
Maximum Interest Rate........................ Not Applicable.
Minimum Interest Rate........................ Not Applicable.
Interest Payment Dates....................... Quarterly, on the third Wednesday of March, June, September and
December of each year commencing September , 2003 and at maturity.
Interest Reset Dates......................... Quarterly, on the third Wednesday of March, June, September and
December of each year commencing September , 2003 and ending on
March , 2007.
PS-1
Redemption Date.............................. The notes are redeemable at the option of Merrill Lynch & Co.,
Inc. ("ML&Co."), in whole but not in part, on any Business Day
beginning June , 2007 through and including the maturity date
(the day on which the redemption occurs being the "Redemption
Date"), at a redemption price equal to 100% of the principal
amount, together with accrued but unpaid interest to but excluding
the Redemption Date. ML&Co. will give written notice of the
redemption to registered holders of the notes not more than 60 nor
less than 30 calendar days prior to the Redemption Date.
Survivor's Option............................ Yes.
CUSIP Number................................. 5901M0CT4
Form of Notes................................ Book-entry.
Denominations................................ The notes will be issued and sold in denominations of $1,000 and
integral multiples of $1,000 in excess thereof.
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
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
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 (i.e., the Treasury Rate plus the applicable
Spread) followed by a single fixed rate (i.e., the Fixed Interest 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, a debt
instrument that qualifies as a "variable rate debt instrument" and that
provides for stated interest at one or more qualified floating rates and at a
single fixed rate will be converted into an "equivalent" fixed rate debt
instrument for purposes of determining the amount and accrual of original
issue discount and qualified stated interest on the debt instrument. The OID
Regulations generally require that such a debt instrument be converted into an
"equivalent" fixed rate debt instrument by substituting any qualified floating
rate provided for under the terms of the debt instrument with a fixed rate
equal to the value of the qualified floating rate, as of the debt instrument's
issue date. In addition, the fixed rate is initially converted into a
qualified floating rate. The qualified floating rate that replaces the fixed
rate must be such that the fair market value of the debt instrument as of the
debt instrument's issue date is approximately the same as the fair market
value of an otherwise identical debt instrument that provides for the
qualified floating rate rather than the fixed rate. Subsequent to converting
the fixed rate into a qualified floating rate, the debt instrument is then
converted into an "equivalent" fixed rate debt instrument in the manner
described in the section entitled "United States Federal Income Taxation--U.S.
Holders--Original Issue Discount." in the accompanying Prospectus Supplement.
Once the debt instrument is converted into an "equivalent" fixed rate
debt instrument, the amount of original issue discount and qualified stated
interest, if any, are determined for the "equivalent" fixed rate debt
instrument by applying the general original issue discount rules to the
"equivalent" fixed rate debt instrument and a U.S. Holder of the debt
instrument will account for such original issue discount and qualified stated
interest as if the U.S. Holder held the "equivalent" fixed rate debt instrument.
Each accrual period appropriate adjustments will be made to the amount of
qualified stated interest or original issue discount assumed to have been
accrued or paid with respect to the "equivalent" fixed rate debt instrument in
the event that such amounts differ from the actual amount of interest accrued
or paid on the debt instrument during the accrual period.
As a result of the application of the foregoing rules and based upon
current market valuations, ML&Co. believes that the notes will not be treated
as having been issued with original issue discount for United States federal
income tax purposes.
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.