PRICING SUPPLEMENT File No. 333-97937
- ------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated September 25, 2002)
Pricing Supplement Number: 2261
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: 99.794%
CUSIP Number: 59018YPF2
ISIN: US59018YPF24
Common Code: To be determined
Interest Rate: 4.75% per annum
Original Issue Date: November 20, 2002
Stated Maturity Date: November 20, 2009
Interest Payment Dates: Each May 20th and November 20th, commencing on May 20, 2003
subject to the 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 will be issued in fully registered book-entry form. As described in the accompanying
prospectus supplement, upon issuance, all of the Notes will be represented by one or more
fully registered global Notes. Each global Note will be deposited with, or on behalf of, The
Depository Trust Company, or any successor to it ("DTC"), as depositary, and registered in the
name of Cede & Co., DTC's partnership nominee. Unless and until it is exchanged in whole or in
part for Notes in definitive form, no global Note may be transferred except as a whole by DTC
to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any
nominee to a successor of DTC or a nominee of its successor. Investors may elect to hold
interests in the global Notes through either DTC, in the United States, or Clearstream
Banking, societe anonyme ("Clearstream, Luxembourg"), or Euroclear Bank S.A./N.V., as operator
of the Euroclear System ("Euroclear"), if they are participants in these systems, or
indirectly through organizations which are participants in these systems.
Clearstream, Luxembourg and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in Clearstream, Luxembourg's and Euroclear's names on
the books of their respective U.S. depositaries, which in turn will hold interests in
customers' securities accounts in the U.S. depositaries' names on the books of DTC. At the
present time, Citibank, N.A. acts as U.S. depositary for Clearstream, Luxembourg and JPMorgan
Chase Bank acts as U.S. depositary for Euroclear (the "U.S. depositaries"). Beneficial
interests in the global Notes will be held in denominations of $1,000 and integral multiples
thereof.
Clearstream, Luxembourg advises that it is incorporated under the laws of Luxembourg as a
professional depositary. Clearstream, Luxembourg holds securities for its participating
organizations ("Clearstream, Luxembourg Participants") and facilitates the clearance and
settlement of securities transactions between Clearstream, Luxembourg Participants through
electronic book-entry changes in accounts of Clearstream, Luxembourg Participants, thereby
eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides
to Clearstream, Luxembourg Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several
countries. As a professional depositary, Clearstream, Luxembourg is subject to regulation by
the Luxembourg Monetary Institute. Clearstream, Luxembourg Participants are recognized
financial institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations and may
include the underwriters. Indirect access to Clearstream, Luxembourg is also available to
others, such as banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Clearstream, Luxembourg Participant either directly or
indirectly.
Distributions with respect to the Notes held beneficially through Clearstream, Luxembourg will
be credited to cash accounts of Clearstream, Luxembourg Participants in accordance with its
rules and procedures, to the extent received by the U.S. Depositary for Clearstream,
Luxembourg.
Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear
("Euroclear Participants") and to clear and settle transactions between Euroclear Participants
through simultaneous electronic book-entry delivery against payment, thereby eliminating the
need for physical movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including securities lending
and borrowing and interfaces with domestic markets in several countries. Euroclear is operated
by Euroclear Bank S.A./N.V., as operator of the Euroclear System (the "Euroclear Operator"),
under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
"Cooperative").
The Euroclear Operator conducts all operations, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the
Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks), securities
brokers and dealers and other professional financial intermediaries and may include the
underwriters. Indirect access to Euroclear is also available to other firms that clear through
or maintain a custodial relationship with a Euroclear Participant, either directly or
indirectly.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by
the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of
the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions").
The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals
of securities and cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without attribution of
specific certificates to specific securities clearance accounts. The Euroclear Operator acts
under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of
or relationship with persons holding through Euroclear Participants.
Distributions with respect to Notes held beneficially through Euroclear will be credited to
the cash accounts of Euroclear Participants in accordance with the Terms and Conditions, to
the extent received by the U.S. Depositary for Euroclear.
Secondary market trading between DTC participants will occur in the ordinary way in accordance
with DTC's rules. Secondary market trading between Clearstream, Luxembourg Participants and
Euroclear Participants will occur in the ordinary way in accordance with the applicable rules
and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using
the procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC on the one
hand, and directly or indirectly through Clearstream, Luxembourg or Euroclear Participants, on
the other, will be effected within DTC in accordance with DTC's rules on behalf of the
relevant European international clearing system by its U.S. Depositary; however, such
cross-market transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance with its rules
and procedures and within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement requirements,
deliver instructions to its U.S. Depositary to take action to effect final settlement on its
behalf by delivering or receiving Notes in DTC, and making or receiving payment in accordance
with normal procedures. Clearstream, Luxembourg Participants and Euroclear Participants may not
deliver instructions directly to their respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Clearstream, Luxembourg or
Euroclear as a result of a transaction with a DTC participant will be made during subsequent
securities settlement processing and dated the business day following the DTC settlement date.
Such credits, or any transactions in the Notes settled during such processing, will be
reported to the relevant Euroclear Participants or Clearstream, Luxembourg Participants on that
business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of
Notes by or through a Clearstream, Luxembourg Participant or a Euroclear Participant to a DTC
participant will be received with value on the business day of settlement in DTC but will be
available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the
business day following settlement in DTC.
Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of securities among participants of DTC,
Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to
perform such procedures and they may discontinue the procedures at any time.
All information in this pricing supplement on Clearstream, Luxembourg and Euroclear is derived
from Clearstream, Luxembourg or Euroclear, as the case may be, and reflects the policies of
these organizations; these policies are subject to change without notice.
Trustee: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Barclays Capital Inc. and HSBC
Securities (USA) Inc. (the "Underwriters"), are acting as principals in this transaction.
MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated November 15, 2002 (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 $245,000,000
Incorporated
HSBC Securities (USA) Inc. $2,500,000
Barclays Capital Inc. $2,500,000
----------------------
$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: November 15, 2002