PRICING SUPPLEMENT File No. 333-97937
- ------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated September 25, 2002)
Pricing Supplement Number: 2308
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $250,000,000
Issue Price: 100.478%
(plus accrued interest from April 21, 2003)
CUSIP Number: 59018YQU8
Interest Rate: 3.70% per annum
Original Issue Date: May 2, 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.
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 April 21, 2003.
The Notes offered hereby and such other, identical Notes previously issued will share the
same cusip number 59018YQU8.
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 29, 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 $247,500,000
Incorporated
HSBC Securities (USA) Inc. $1,250,000
Wachovia Securities, Inc. $1,250,000
----------
$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: April 29, 2003