PRICING SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
- ------------------ Registration No. 333-132911
(To MTN prospectus supplement,
general prospectus supplement
and prospectus, each dated March 31, 2006)
Pricing Supplement Number: 2598
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $1,500,000,000 Original Issue Date: November 1, 2006
CUSIP Number: 59018YYR6 Stated Maturity Date: November 1, 2011
ISIN: US59018YYR60
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:
|x| LIBOR | | Commercial Paper Rate
| | CMT Rate | | Eleventh District Cost of Funds Rate
| | Prime Rate | | CD Rate
| | Federal Funds Rate | | Other (see attached)
| | Treasury Rate
Designated CMT Page: Designated LIBOR Page:
CMT Moneyline Telerate Page: LIBOR MoneylineTelerate Page: 3750
LIBOR Reuters Page:
Index Maturity: Three Months Minimum Interest Rate: Not Applicable
Spread: +0.20% 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: Quarterly, on the 1st of February, May, August and
November, commencing on February 1, 2007, subject to
modified following Business Day convention.
Interest Payment Dates: Quarterly, on the 1st of February, May, August and
November, commencing on February 1, 2007, subject to
modified 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
general 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, N.A. acts as U.S. depositary for
Euroclear (each a "U.S. Depositary"). 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 general prospectus supplement, the
global securities may be transferred, in whole but
not in part, only to another nominee of the
depository 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 Euroclear
Bank S.A./N.V., as operator of the Euroclear 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: The Bank of New York
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), BBVA Securities, Inc. and CastleOak
Securities, L.P. (the "Underwriters"), are acting as
principals in this transaction. MLPF&S is acting as
the Lead Underwriter.
Pursuant to an agreement, dated October 26, 2006 (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
BBVA Securities, Inc. $15,000,000
CastleOak Securities, L.P. $15,000,000
-----------
Total $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: 0.35%
Dated: October 26, 2006