PRICING SUPPLEMENT
- ------------------ File No. 333-97937
(To Prospectus Supplement and Prospectus Rule 424(b)(3)
dated September 25, 2002)
Pricing Supplement Number: 2267
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $400,000,000 Original Issue Date: December 11, 2002
CUSIP Number: 59018YPL9 Stated Maturity Date: December 11, 2003
Issue Price: 100.00% Commission: 0.0750%
Interest Calculation: Day Count Convention:
--------------------- ---------------------
[ X ] Regular Floating Rate Note [ X ] Actual/360
[ ] Inverse Floating Rate Note [ ] 30/360
(Fixed Interest Rate): [ ] Actual/Actual
Interest Rate Basis:
--------------------
[ ] LIBOR [ ] Commercial Paper Rate
[ ] CMT Rate [ ] Eleventh District Cost of Funds Rate
[ X ] Prime Rate [ ] CD Rate
[ ] Federal Funds Open Rate [ ] Other (see attached)
[ ] Treasury Rate
Designated CMT Page: Designated LIBOR Page:
CMT Telerate Page: LIBOR Telerate Page:
CMT Reuters Page: LIBOR Reuters Page:
Index Maturity: Not Applicable Minimum Interest Rate: Not Applicable
Spread: -0.02820 Maximum Interest Rate: Not Applicable
Initial Interest Rate: Calculated as if the Spread Multiplier: Not Applicable
Original Issue Date
was an Interest Reset Date
Interest Payment Dates: Quarterly, on the 11th of March, June,
September and at maturity subject to the
following Business Day convention
Interest Reset Dates: Each Business Day, commencing December 11th, 2002, to but
excluding the Stated Maturity Date, subject to following
Business Day convention, provided, however, the Interest
Rate in effect on the two Business Days preceding each Interest
Payment Date or the Stated Maturity Date, as the case may be,
to but excluding such Interest Payment Date or Stated Maturity
Date, will be the Interest Rate in effect on the second Business
Day preceding such Interest Payment Date or the Stated Maturity
Date, as applicable.
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: Pursuant to an agreement, dated December 5, 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 $384,000,000
Incorporated
ABN AMRO Incorporated $8,000,000
HSBC Securities (USA) Inc. $8,000,000
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Total $400,000,000
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: December 5, 2002