PRICING SUPPLEMENT File No. 333-97937
- ------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated September 25, 2002)
Pricing Supplement Number: 2288
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $53,000,000 Original Issue Date: February 13, 2003
Issue Price: 100.2942% Stated Maturity Date: January 13, 2006
(plus accrued interest from January 13, 2003)
CUSIP Number: 59018YPT2
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: + 0.45% Maximum Interest Rate: Not Applicable
Initial Interest Rate: Calculated as if the Original Issue Spread Multiplier: Not Applicable
Date was an Interest Reset Date
Interest Reset Dates: Quarterly, on the 13th of January, April, July and October, commencing on April 13, 2003, subject
to modified following Business Day convention.
Interest Payment Dates: Quarterly, on the 13th of January, April, July and October, commencing on April 13, 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.
Other Provisions: The Notes offered by this pricing supplement, and the accompanying prospectus supplement and
prospectus, have terms and conditions identical to, and shall be part of the series of, other
Medium-Term Notes, Series B issued by Merrill Lynch & Co., Inc. (the "Company") on January 13,
2003. The Notes offered hereby and such other, identical Notes previously issued will share the
same cusip number 59018YPT2.
Trustee: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Credit Lyonnais Securities (USA)
Inc. and Wachovia Securities, Inc, (the "Underwriters"), are acting as principals in this
transaction. MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated February 7, 2003 (the "Agreement"), between 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 $50,880,000
Incorporated
Credit Lyonnais Securities (USA) Inc. $1,060,000
Wachovia Securities, Inc $1,060,000
----------
Total $53,000,000
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: February 7, 2003