PRICING SUPPLEMENT File No. 333-97937
- ------------------ Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated
September 25, 2002)
Pricing Supplement Number: 2285
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $250,000,000 Original Issue Date: February 3, 2003
Issue Price: 100% Stated Maturity Date: February 3, 2005
CUSIP Number: 59018YQA2
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:
-------------------
/X/ LIBOR / / Commercial Paper Rate
/ / CMT Rate / / Eleventh District Cost of Funds Rate
/ / Prime Rate / / CD Rate
/ / Federal Funds Rate / / Other (see attached)
/ / Treasury Rate
Designated CMT Page: Designated LIBOR Page:
CMT Moneyline Telerate Page: LIBOR Moneyline Telerate Page: 3750
LIBOR Reuters Page:
Index Maturity: Three Months Minimum Interest Rate: Not Applicable
Spread: + 0.25% Maximum Interest Rate: Not Applicable
Initial Interest Calculated as if the Spread Multiplier: Not Applicable
Rate: Original Date was an
Interest Reset Date
Interest Reset Dates: Quarterly, on the 3rd of February, May, August and November, commencing on May 3,
2003, subject to modified following Business Day convention.
Interest Payment
Dates: Quarterly, on the 3rd of February, May, August and November, commencing on May 3,
2003, subject to modified following Business Day convention.
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: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), HSBC Securities (USA)
Inc. and ABN AMRO Incorporated (the "Underwriters"), are acting as principals in
this transaction. MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated January 29, 2003 (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 $240,000,000
Incorporated
HSBC Securities (USA) Inc. $ 5,000,000
ABM AMRO Incorporated $ 5,000,000
------------
Total $250,000,000
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: January 29, 2003