PRICING SUPPLEMENT - ------------------ File No. 333-97937 (To Prospectus Supplement and Prospectus Rule 424(b)(3) dated September 25, 2002) Pricing Supplement Number: 2267
Merrill Lynch & Co., Inc. Medium-Term Notes, Series B Due Nine Months or More from Date of Issue Floating Rate Notes Principal Amount: $400,000,000 Original Issue Date: December 11, 2002 CUSIP Number: 59018YPL9 Stated Maturity Date: December 11, 2003 Issue Price: 100.00% Commission: 0.0750% Interest Calculation: Day Count Convention: --------------------- --------------------- [ X ] Regular Floating Rate Note [ X ] Actual/360 [ ] Inverse Floating Rate Note [ ] 30/360 (Fixed Interest Rate): [ ] Actual/Actual Interest Rate Basis: -------------------- [ ] LIBOR [ ] Commercial Paper Rate [ ] CMT Rate [ ] Eleventh District Cost of Funds Rate [ X ] Prime Rate [ ] CD Rate [ ] Federal Funds Open Rate [ ] Other (see attached) [ ] Treasury Rate Designated CMT Page: Designated LIBOR Page: CMT Telerate Page: LIBOR Telerate Page: CMT Reuters Page: LIBOR Reuters Page: Index Maturity: Not Applicable Minimum Interest Rate: Not Applicable Spread: -0.02820 Maximum Interest Rate: Not Applicable Initial Interest Rate: Calculated as if the Spread Multiplier: Not Applicable Original Issue Date was an Interest Reset Date Interest Payment Dates: Quarterly, on the 11th of March, June, September and at maturity subject to the following Business Day convention Interest Reset Dates: Each Business Day, commencing December 11th, 2002, to but excluding the Stated Maturity Date, subject to following Business Day convention, provided, however, the Interest Rate in effect on the two Business Days preceding each Interest Payment Date or the Stated Maturity Date, as the case may be, to but excluding such Interest Payment Date or Stated Maturity Date, will be the Interest Rate in effect on the second Business Day preceding such Interest Payment Date or the Stated Maturity Date, as applicable. Repayment at the Option of the Holder: The Notes cannot be repaid prior to the Stated Maturity Date. Redemption at the Option of the Company: The Notes cannot be redeemed prior to the Stated Maturity Date. Form: The Notes are being issued in fully registered book-entry form. Trustee: JPMorgan Chase Bank Underwriters: Pursuant to an agreement, dated December 5, 2002 (the "Agreement"), between Merrill Lynch & Co., Inc. (the "Company") and the Underwriters, the Company has agreed to sell to each of the Underwriters and each of the Underwriters has severally and not jointly agreed to purchase the principal amount of Notes set forth opposite its name below: Underwriters Principal Amount of the Notes ------------ ----------------------------- Merrill Lynch, Pierce, Fenner & Smith $384,000,000 Incorporated ABN AMRO Incorporated $8,000,000 HSBC Securities (USA) Inc. $8,000,000 ---------- Total $400,000,000 Pursuant to the Agreement, the obligations of the Underwriters are subject to certain conditions and the Underwriters are committed to take and pay for all of the Notes, if any are taken. The Underwriters have advised the Company that they propose initially to offer all or part of the Notes directly to the public at the Issue Price listed above. After the initial public offering, the Issue Price may be changed. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. Dated: December 5, 2002