PRICING SUPPLEMENT File No. 333-122639
- ---------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus
dated February 25, 2005)
Pricing Supplement Number: 2453
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $450,000,000 Original Issue Date: July 6, 2005
CUSIP Number: 59018YVP3 Stated Maturity Date: July 6, 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:
|_| LIBOR |_| Commercial Paper Rate
|_| CMT Rate |_| Eleventh District Cost of Funds Rate
|_| Prime Rate |_| CD Rate
|x| Federal Funds Open 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: One Day Minimum Interest Rate: Not Applicable
Spread: Plus 0.13% 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 July 7, 2005 to but excluding the Stated
Maturity Date, subject to the following Business Day convention
Interest Payment Dates: Quarterly, on the 6th of January, April, July and October commencing
October 6, 2005, 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, N.A.
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 June 29, 2005 (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 $441,000,000
Incorporated
ABN AMRO Incorporated $4,500,000
HSBC Securities (USA) Inc. $4,500,000
----------
Total $450,000,000
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: 0.175%
Dated: June 29, 2005