PRICING SUPPLEMENT DATED: JUNE 25, 2003 Rule 424(b)(3)
- --------------------------------------- File No. 333-105098
(To Prospectus Supplement and Prospectus dated
June 3, 2003)
Pricing Supplement Number: 10049
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........... $48,830,000
Stated Maturity Date................. June 15, 2011
Issue Price.......................... 100% of the principal amount
Original Issue Date.................. June 27, 2003
Interest Calculation................. Floating Rate/Fixed Rate
Day Count Convention................. Actual/Actual
Interest Rate Basis.................. From the Original Issue Date to but excluding the
immediately succeeding Interest Payment Date, the
Notes will bear interest at the rate of 1.63% per
annum. Thereafter, from and including September 17,
2003 to but excluding June 20, 2007, the Notes will
bear interest at the Treasury Rate plus the Spread.
From and including June 20, 2007 to but excluding the
maturity date, the notes will bear interest at the
Fixed Interest Rate.
Index Maturity....................... 3 months
Spread............................... +0.80%
Fixed Interest Rate.................. 5.20% per annum.
Initial Interest Rate................ 1.63%
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 17, 2003 and at maturity.
Interest Reset Dates................. Quarterly, on the third Wednesday of March, June,
September and December of each year, commencing
September 17, 2003 and ending on March 21, 2007.
Redemption Date...................... The notes are redeemable at the option of Merrill
Lynch & Co., Inc. ("ML&Co."), in whole but not in
part, on any Interest Payment Date beginning June 20,
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.
PS-1
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.................... $48,170,795
Purchasing Agent..................... MLPF&S
Purchasing Agent's Discount.......... $659,205
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 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.
PS-3