PRICING SUPPLEMENT DATED APRIL 22, 2005 Rule 424(b)(3)
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(To Prospectus Supplement and Prospectus
dated February 25, 2005)
Merrill Lynch & Co., Inc.
Merrill Lynch CoreNotesSM, Series B
Due Nine Months or more from Date of Issue
(the "Notes")
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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........... $30,000,000
Stated Maturity Date................. May 8, 2006
Issue Price.......................... 100% of the principal amount
Original Issue Date.................. May 6, 2005
Interest Calculation Type............ Fixed Rate Note
Interest Rate........................ A fixed rate between 3.00% and 4.00% for each interest accrual
period. The applicable interest accrual periods will be as follows:
Interest Accrual Period Rate
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May 6, 2005 to August 7, 2005........................ 3.00%
August 8, 2005 to November 7, 2005................... 3.25%
November 8, 2005 to February 7, 2006................. 3.50%
February 8, 2006 to but excluding May 8, 2006........ .4.00%
Interest will be calculated on the basis of a 360-day year of twelve
30-day months.
Interest Payment Dates............... Quarterly, on the 8th day of August, November, February and May,
commencing August 8, 2005. If any Interest Payment Date falls on a
day that is not a Business Day, payment will be made on the
immediately succeeding Business Day and no interest will accrue as a
result of the delayed payment.
"CoreNotes" is a service mark of Merrill Lynch & Co., Inc.
Redemption at the Option
of the Company....................... We may call the Notes for an amount equal to the Call Price (as
defined below), in whole but not in part, on any Interest Payment
Date, commencing August 8, 2005 (the day on which the call occurs,
if any, being the "Call Date").
The "Call Price" will equal $1,000 for each $1,000 principal amount
of Notes plus any accrued and unpaid interest to but excluding the
Call Date.
Survivor's Option.................... Yes
CUSIP Number......................... 5901M0GE3
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.
Trustee.............................. JPMorgan Chase Bank, N.A.
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.................... 99.850%
Purchasing Agent..................... MLPF&S
Purchasing Agent's Discount.......... 0.150%
PS-2
UNITED STATES FEDERAL INCOME TAXATION
The following discussion, which supplements the discussion in the
accompanying Prospectus Supplement under the heading "United States Federal
Income Taxation", is only a summary of the U.S. federal income tax treatment
of the Notes.
Under the OID Regulations (as defined in the accompanying Prospectus
Supplement), for purposes of determining the yield and maturity of a debt
instrument that provides the issuer with an unconditional option or options,
exercisable on one or more dates during the term of the debt instrument, that,
if exercised, require payments to be made on the debt instrument under an
alternative payment schedule or schedules (e.g., an option to call the debt
instrument), an issuer is deemed to exercise or not exercise such option or
combination of options in a manner that minimizes the yield on the debt
instrument. Since the interest rate on the Notes will increase during the term
of the Notes on each Interest Payment Date commencing August 8, 2005, from an
initial rate equal to 3% to a rate equal to 4%, under these rules, as of the
Original Issue Date, ML&Co. should be deemed to elect to call the Notes at the
first quarterly Interest Payment Date (the "First Call Date") in accordance
with the procedures described above. Accordingly, under these rules, the First
Call Date (i.e., August 8, 2005) should be treated as the maturity date of the
Notes for purposes of determining whether the Notes have been issued with OID
for U.S. federal income tax purposes. Solely for purposes of calculating OID
for U.S. federal income tax purposes, if the Notes are not in fact called on
the First Call Date, the Notes will then be deemed to be retired and reissued
on the First Call Date.
Accordingly, under the OID Regulations the amount payable on each
Interest Payment Date will be treated a qualified stated interest. Such
payments of interest on a Note will be taxable to a U.S. Holder as ordinary
interest income at the time payments are accrued or received (in accordance
with the U.S. Holder's regular method of tax accounting). In addition, based
on the foregoing treatment of the Notes, the Notes will not be treated as
having been issued with OID and therefore will not be Original Issue Discount
Notes (as defined in the accompanying Prospectus Supplement).
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