PRICING SUPPLEMENT File No. 333-97937
- ------------------ Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated September 25, 2002)
Pricing Supplement Number: 2268
MERRILL LYNCH & CO., INC.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $100,000,000 Original Issue Date: December 16, 2002
CUSIP Number: 59018YPN5 Stated Maturity Date: December 16, 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 Moneyline Telerate Page: LIBOR Moneyline Telerate Page:
LIBOR Reuters Page:
Index Maturity: Not Applicable Minimum Interest Rate: Not Applicable
Spread: -0.00282 Maximum Interest Rate: Not Applicable
Initial
Interest Rate: Calculated as if the Original Issue Date Spread Multiplier: Not Applicable
was an Interest Reset Date
Interest Payment Dates: Quarterly, on the 16th of March, June, September and at maturity subject
to the following Business Day convention
Interest Reset Dates: Each Business Day, commencing December 17th, 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 12, 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 $96,000,000
Incorporated
ABN AMRO Incorporated $2,000,000
HSBC Securities (USA) Inc. $2,000,000
-----------
Total $100,000,000
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 12, 2002