PRICING SUPPLEMENT File No. 333-97937
- --------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated
September 25, 2002)
Pricing Supplement Number: 2304
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $600,000,000
Issue Price: 99.896%
CUSIP Number: 59018YQU8
Interest Rate: 3.70% per annum
Original Issue Date: April 21, 2003
Stated Maturity Date: April 21, 2008
Interest Payment Dates: Each April 21st and October 21st, commencing on October 21st, 2003 subject to
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 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 April 15, 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 $594,000,000
Incorporated
HSBC Securities (USA) Inc. $3,000,000
Wachovia Securities, Inc. $3,000,000
-------------
Total $600,000,000
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: April 15, 2003