PRICING SUPPLEMENT File No. 333-109802
- -------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated
November 26, 2003)
Pricing Supplement Number: 2365
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $250,000,000 Original Issue Date: February 27, 2004
CUSIP Number: 59018YTC5 Stated Maturity Date: February 27, 2007
Issue Price: 100%
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:
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[ ] LIBOR [ ] Commercial Paper Rate
[ ] CMT Rate [ ] Eleventh District Cost of Funds Rate
[ ] Prime Rate [ ] CD Rate
[X] Federal Funds Rate [ ] Other (see attached)
[ ] Treasury Rate
Designated CMT Page: LIBOR Telerate Page:
CMT Telerate Page: LIBOR Reuters Page:
CMT Reuters Page:
Index Maturity: N/A Minimum Interest Rate: Not Applicable
Spread: Plus 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: Each Business Day, commencing March 1, 2004 to but excluding the Stated
Maturity Date, subject to the following Business Day convention
Interest Payment Dates: Quarterly, on the 27th of February, May, August and November, commencing
May 27, 2004; subject to the following Business Day convention
Fed Funds Open Rate: The rate for an Interest Reset Date shall be the rate set forth on
Telerate Page 5 for that day underneath the caption "FEDERAL FUNDS" in
the row titled "OPEN". If the rate is not available for an Interest
Reset Date, the rate for that Interest Reset Date shall be the Federal
Funds Effective rate as published in the H.15 Daily Update.
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"), HSBC Securities (USA) Inc.
and ABN AMRO Incorporated (the "Underwriters"), are acting as principals in this
transaction. MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated February 24, 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
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Merrill Lynch, Pierce, Fenner & Smith $245,000,000
Incorporated
HSBC Securities (USA) Inc. $2,500,000
ABN AMRO Incorporated $2,500,000
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Total $250,000,000
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: 0.2500%
Dated: February 24, 2004