PROSPECTUS SUPPLEMENT File No. 333-109802
- ---------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated November 26, 2003)
Prospectus Supplement Number: 2375
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $185,000,000 Original Issue Date: April 20, 2004
Issue Price: 100.00% Stated Maturity Date: April 20, 2007
CUSIP Number: 59018YTL5
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
| | Prime Rate | | CD Rate
| x | Same Day Federal Funds Rate | | Other (see attached)
| | Treasury Rate
Designated CMT Page: Designated LIBOR Page:
CMT Telerate Page: LIBOR Telerate Page:
CMT Reuters Page: LIBOR Reuters Page:
Index Maturity: Not Applicable Minimum Interest Rate: Not Applicable
Spread: +0.270% 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 Reset Dates: Each Business Day, commencing April 21, 2004 to but excluding the Stated Maturity Date, subject
to the following Business Day convention; provided, however, that the Business Day immediately
preceding any Interest Payment Date shall not be an Interest Reset Date, and the rate in effect
on such date shall be that applicable on the second Business Day preceding such Interest
Payment Date.
Interest Payment Dates: Quarterly, on the 20th of January, April, July and October commencing July 20, 2004 until
maturity, subject to the following Business Day convention.
Other Terms and Conditions: The Interest Determination Date with respect to the Federal Funds Rate shall be the applicable
Interest Reset Date.
"Same Day Federal Funds Rate" means:
(1) the rate with respect to the particular Interest Determination Date for United States
dollar federal funds as published in H.15(519) under the caption "Federal Funds (Effective)"
and displayed on Moneyline Telerate or any successor service on page 120 or any other page as
may replace page 120 on that service ("Moneyline Telrate Page 120"), or
(2) if the rate referred to in clause (1) does not appear on Moneyline Telerate Page 120 or
is not published by 3:00 P.M., New York City time, on the related calculation date, the rate
with respect to the particular Interest Determination Date for United States dollar federal
funds as published in H.15
Daily Update, or other recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "Federal Funds (Effective)", or
(3) if the rate referred to in clause (2) is not published by 3:00 P.M., New York City time,
on the related calculation date, the rate with respect to the particular Interest Determination
Date calculated by the calculation agent as the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three leading brokers
of United States dollar federal funds transactions in The City of New York, which may include
the agent or its affiliates, selected by the calculation agent prior to 9:00 A.M., New York
City time, on the Business Day following that Interest Determination Date, or
(4) if the brokers selected by the calculation agent are not quoting as mentioned in clause
(3), the Federal Funds Rate for the Business Day preceding the particular Interest
Determination Date.
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"), Credit Lyonnais Securities
(USA) Inc. and BNP Paribas Securities Corp. (the "Underwriters"), are acting as principals
in this transaction. MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated April 15, 2004 (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
Incorporated $ 181,300,000
Credit Lyonnais Securities (USA) Inc. $ 1,850,000
BNP Paribas Securities Corp. $ 1,850,000
-------------
Total $ 185,000,000
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: April 15, 2004