PROSPECTUS SUPPLEMENT File No. 333-97937
- --------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated September 25, 2002)
Prospectus Supplement Number: 2309
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $150,000,000
Issue Price: 100.00%
CUSIP Number: 59018YQY0
Interest Rate: 2.49% per annum
Original Issue Date: May 6, 2003
Stated Maturity Date: May 5, 2006
Interest Payment Dates: Each May 5th and November 5th, commencing on November 5th, 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"), Morgan Keegan
& Company, Inc. and BNP Paribas Securities Corp. (the "Underwriters"), are
acting as principals in this transaction. MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated May 1, 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 $147,000,000
Incorporated
Morgan Keegan & Company, Inc. $1,500,000
BNP Paribas Securities Corp. $1,500,000
----------
$150,000,000
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: May 1, 2003