PRICING SUPPLEMENT File No. 333-109802
- ------------------ Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated November 26, 2003)
Pricing Supplement Number: 2406
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $1,850,000,000
Issue Price: 99.323%
CUSIP Number: 59018YUW9
ISIN: US59018YUW91
Interest Rate: 5.00% per annum
Original Issue Date: November 22, 2004
Stated Maturity Date: January 15, 2015
Interest Payment Dates: Each January 15th and July 15th, commencing on January 15, 2005 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, 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 depository or by a nominee of the depository 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"), Rabo Securities
USA, Inc., Fifth Third Securities, Inc. (the "Underwriters"), are acting as
principals in this transaction. MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated November 16, 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 $1,834,000,000
Incorporated
Rabo Securities USA, Inc. $8,000,000
Fifth Third Securities, Inc. 8,000,000
---------
$1,850,000,000
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: 0.50%
Dated: November 16, 2004