PROSPECTUS SUPPLEMENT File No. 333-105098 - --------------------- Rule 424(b)(3) (To Prospectus Supplement and Prospectus dated June 3,2003) Pricing Supplement Number: 2344 Merrill Lynch & Co., Inc. Medium-Term Notes, Series B Due Nine Months or More from Date of Issue Fixed Rate Notes Principal Amount: $700,000,000 Issue Price: 99.466% CUSIP Number: 59018YSH4 Interest Rate: 4.50% per annum Original Issue Date: November 4, 2003 Stated Maturity Date: November 4, 2010 Interest Payment Dates: Each May 4th and November 4th, commencing on May 4th, 2004 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"), Wachovia Securities Inc. and Wells Fargo Brokerage Services, LLC (the "Underwriters"), are acting as principals in this transaction. MLPF&S is acting as the Lead Underwriter. Pursuant to an agreement, dated October 30, 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 $672,000,000 Incorporated Wachovia Securities Inc. $14,000,000 Wells Fargo Brokerage Services, LLC $14,000,000 ----------- $700,000,000
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. Underwriting Discount: 0.40% Dated: October 30, 2003 - ------------------------------------------------------------------------------