PRICING SUPPLEMENT File No. 333-97937 (To Prospectus Supplement and Rule 424(b)(3) Prospectus dated September 25, 2002) Pricing Supplement Number: 2289 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 19, 2003 Issue Price: 100.00% Stated Maturity Date: February 17, 2006 CUSIP Number: 59018YQD6 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 / / Prime Rate / / CD Rate /x/ 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: Not Applicable Minimum Interest Rate: Not Applicable Spread: +0.470% Maximum Interest Rate: Not Applicable Initial Interest Rate: Calculated as if Spread Multiplier: Not Applicable the Original Issue Date was an Interest Reset Date Interest Reset Dates: Each Business Day, commencing February 20, 2003 to but excluding the Stated Maturity Date, subject to the following Business Day convention. Interest Payment Dates: Quarterly, on the 17th of February, May, August and November commencing May 17, 2003 until maturity, subject to the 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 February 11, 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: Principal Amount Underwriters of the Notes ------------ ------------ Merrill Lynch, Pierce, Fenner & Smith Incorporated $245,000,000 HSBC Securities (USA) Inc. $2,500,000 ABN AMRO Incorporated $2,500,000 ------------ 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: February 11, 2003