PRICING SUPPLEMENT File No. 333-109802
- -------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated
November 26, 2003)
Pricing Supplement Number: 2354
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $220,000,000 Original Issue Date: January 29, 2004
CUSIP Number: 59018YSR3 Stated Maturity Date: January 31, 2005
Issue Price: 100%
Interest Calculation: Day Count Convention:
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x Regular Floating Rate Note x Actual/360
Inverse Floating Rate Note 30/360
(Fixed Interest Rate): Actual/Actual
Interest Rate Basis:
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LIBOR Commercial Paper Rate
CMT Rate Eleventh District Cost of Funds Rate
x Prime Rate CD Rate
Federal Funds Rate Other (see attached)
Treasury Rate
Designated CMT Page: Designated LIBOR Page:
CMT Moneyline Telerate Page: LIBOR Moneyline Telerate Page: 3750
LIBOR Reuters Page:
Index Maturity: N/A Minimum Interest Rate: Not Applicable
Spread: -2.9500% Maximum Interest Rate: Not Applicable
Initial Interest Rate: Calculated as if the Original Issue Spread Multiplier: Not Applicable
Date was an Interest Reset Date
Interest Reset Dates: Each Business Day commencing on January 30, 2004 to but excluding the
Stated Maturity Date, subject to the following Business Day convention.
Interest Payment Dates: Quarterly, on the last business day of April, July, October, and January,
commencing on April 30, 2004, subject to modified 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"), BNP Paribas Securities Corp.
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 January 26, 2004 (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 $215,600,000
Incorporated
BNP Paribas Securities Corp. $2,200,000
HSBC Secuurities (USA) Inc. $2,200,000
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Total $220,000,000
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: 0.050%
Dated: January 26, 2004