PROSPECTUS SUPPLEMENT File No. 333-109802
- --------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated November 26, 2003)
Prospectus Supplement Number: 2346
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $400,000,000
Issue Price: 99.940%
CUSIP Number: 59018YSK8
Interest Rate: 4.125% per annum
Original Issue Date: December 4, 2003
Stated Maturity Date: January 15, 2009
Interest Payment Dates: Each January 15th and July 15th, commencing on January 15th, 2004 subject
to 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"), HSBC
Securities (USA) Inc. and Morgan Keegan & Copmpany, Inc. (the
"Underwriters"), are acting as principals in this transaction. MLPF&S is
acting as the Lead Underwriter.
Pursuant to an agreement, dated December 1, 2003 (the "Agreement"), among
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 $384,000,000
Incorporated
HSBC Securities (USA) Inc. $8,000,000
Morgan Keegan & Company, Inc. $8,000,000
------------
$400,000,000
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: December 1, 2003
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