PRICING SUPPLEMENT File No. 333-97937
- ------------------ Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated September 25, 2002)
Pricing Supplement Number: 2270
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $200,000,000
Issue Price: 99.684% (plus accrued interest from November 15, 2002)
CUSIP Number: 59018YNZ0
ISIN: US59018YNZ06
Common Code: 15834668
Interest Rate: 4.00% per annum
Original Issue Date: December 17, 2002
Stated Maturity Date: November 15, 2007
Interest Payment Dates: Each May 15th and November 15th, commencing on May 15, 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.
Other Provisions: The Notes offered by this pricing supplement, and the accompanying prospectus supplement
and prospectus, have terms and conditions identical to other Medium-Term Notes, Series B that
were issued by Merrill Lynch & Co., Inc. (the "Company") on November 15, 2002, and will therefore
be issued with accrued interest from November 15, 2002. The Notes offered hereby and such other,
identical Notes previously issued will share the same CUSIP number, 59018YNZ0.
Trustee: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), Morgan Keegan & Company, 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 December 12, 2002 (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 $198,000,000
Incorporated
Morgan Keegan & Company, Inc. $1,000,000
HSBC Securities (USA) Inc. $1,000,000
----------
$200,000,000
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 prices listed above. After the initial public offering, these prices 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