Subject to Completion
Preliminary Pricing Supplement dated November 11, 2002
PRICING SUPPLEMENT DATED: NOVEMBER , 2002 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 CoreNotesSM
____________
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......................... November , 2009
Issue Price.................................. 100% of the principal amount
Original Issue Date.......................... November , 2002
Interest Calculation......................... Floating Rate Note
Day Count Convention......................... Actual/Actual
Interest Rate Basis.......................... Treasury Rate
Index Maturity............................... 3 months
Spread....................................... + 1.10%
Initial Interest Rate........................ Calculated as if the Original Issue Date was an Interest Reset
Date.
Maximum Interest Rate........................ A percentage expected to be between 6.75% and 7.00% 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
and will appear in the final pricing supplement delivered in
connection with sales of the notes.
Minimum Interest Rate........................ N/A
Interest Payment Dates....................... Quarterly, on the third Wednesday of February, May, August and
November of each year commencing February 19, 2003 and at maturity.
Interest Reset Dates......................... Quarterly, on the third Wednesday of February, May, August and
November of each year commencing February 19, 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 6.75% and 7.00% per annum.
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 result 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 6.75% and 7.00% 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. 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