PRICING SUPPLEMENT File No. 333-109802
- ------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated November 26, 2003)
Pricing Supplement Number: 2388
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Fixed Rate Notes
Principal Amount: $1,500,000,000
Issue Price: 99.803%
CUSIP Number: 59018YTZ4
ISIN: US59018YTZ42
Interest Rate: 5.45% per annum
Original Issue Date: July 19, 2004
Stated Maturity Date: July 15, 2014
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 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"), Wells Fargo Brokerage Services, LLC,
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 July 14, 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 $1,470,000,000
Incorporated
Wells Fargo Brokerage Services, LLC $15,000,000
Fifth Third Securities, Inc. $15,000,000
-----------
$1,500,000,000
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: July 14, 2004