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