Terms

Series

Series 8

Liquidation Preference

$25.00

Rate Type

Fixed

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

May 28, 2013

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Ml&Co.; Pari Passu With: Floating Rate Non-Cumulative Preferred Stock Series 1, 2, 4 And 5, 6.375% Non-Cumulative Preferred Stock Series 3, 6.70% Non-Cumulative Perpetual Preferred Stock Series 6, 6.25% Non-Cumulative Perpetual Preferred Stock Series 7, 9.00% Non-Voting Mandatory Convertible Non-Cumulative Preferred Stock Series 1; Senior To: Common Stock

Credit Rating (Moody's)

A3

Credit Rating (S&P)

A-

Regulatory (Basel III) Call

No

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.000833

Prospectus Summary

This is a preliminary offering by Merrill Lynch & Co., Inc. of depositary shares, each representing a 1/1200th interest in one share of its Non-Cumulative Preferred Stock, Series 8, with a $25 liquidation preference per depositary share (equivalent to $30,000 per underlying preferred share). The coupon rate and share count were left blank in this preliminary filing. Dividends are paid quarterly on February 28, May 28, August 28, and November 28, beginning August 28, 2008. Because the dividends are non-cumulative, any quarterly dividend that the board does not declare is permanently forfeited — there is no right to recover missed payments in future periods. The Series 8 preferred stock ranks on a parity with ML&Co.'s other outstanding preferred series (Series 1–7 and the mandatory convertible Series 1) and is senior to common equity. It is, however, subordinate to all existing and future debt obligations of ML&Co. Critically, ML&Co. is a holding company whose ability to pay preferred dividends depends entirely on distributions from its operating subsidiaries — creating structural subordination risk for holders. No regulatory capital call provision is described in this supplement. The stock is not redeemable before May 28, 2013, after which ML&Co. may redeem at $25 per depositary share plus declared but unpaid dividends, with 30–60 days' notice. The exact coupon rate was not set at the time of this preliminary filing, so the effective yield at par cannot be calculated. For a C-corporation issuer like ML&Co., preferred dividends would typically qualify for the preferential qualified dividend income (QDI) tax rate for individual holders and the dividends-received deduction (DRD) for corporate holders, though this is not explicitly confirmed in the supplement. Payments are made quarterly; record date conventions are referenced to product supplement No. PS-2. Dividend stopper mechanics are similarly detailed in that supplement, but non-declaration of dividends on this non-cumulative security would generally restrict ML&Co. from paying dividends on common stock or junior securities.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends are not declared on this preferred stock for any quarter, ML&Co. is generally restricted from paying dividends on common stock or other junior securities; however, because dividends are non-cumulative, skipped dividends are permanently forfeited and cannot be paid in future periods.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 80 (Strong)