PRICING SUPPLEMENT File No. 333-109802
- ------------------- Rule 424(b)(3)
(To Prospectus Supplement and
Prospectus dated November 26, 2003)
Pricing Supplement Number: 2358
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $300,000,000 Original Issue Date: February 6, 2004
CUSIP Number: 59018YSV4 Stated Maturity Date: February 6, 2009
ISIN Number: US59018YSV47
Issue Price: 99.95%
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:
- -------------------
|x| LIBOR | | Commercial Paper Rate
| | CMT Rate | | Eleventh District Cost of Funds Rate
| | 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: Three Months Minimum Interest Rate: Not Applicable
Spread: + 0.25% 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: Quarterly, on the 6th of February, May, August and November, commencing on
May 6, 2004, subject to modified following Business Day convention.
Interest Payment Dates: Quarterly, on the 6th of February, May, August and November, commencing on
May 6, 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 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, otherwise known as DTC, or any successor
to it (the "depository"), 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 the depository
to a nominee of the depositary or by a nominee of
the depositary to the depository or another nominee of the depository or by the
depository or any nominee to a successor of the depository or a nominee of its
successor. Investors may elect to hold interests in the global Notes through either the
depository, 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 depositaries, which in turn will hold
interests in customers' securities accounts in the depositaries' names on the books of
the depository. 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 securities will be held in
denominations of $1,000 and integral multiples thereof. Except as set forth below or in
the accompanying prospectus supplement, the global securities may be transferred, in
whole but not in part, only to another nominee of the depositary or to a successor of
the depository or its nominee.
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 Euorclear Bank S.A./N.V., as
operator of the Euorclear 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 depository participants will occur in the ordinary way
in accordance with the depository'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 the
depository on the one hand, and directly or indirectly through Clearstream Luxembourg or
Euroclear Participants, on the other, will be effected within the depository in
accordance with the depository'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 the depository, 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 depository participant will be made
during subsequent securities settlement processing and dated the business day following
the depository 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 depository participant will be
received with value on the business day of settlement in the depository but will be
available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of
the business day following settlement in the depository.
Although the depository, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of securities among participants
of the depository, 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; and these policies are subject to change without
notice.
Trustee: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), ABN AMRO Incorporated,
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 February 3, 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 $294,000,000
Incorporated
ABN AMRO Incorporated $3,000,000
HSBC Securities (USA) Inc. $3,000,000
----------
$300,000,000
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: 0.35%
Dated: February 3, 2004