Filed pursuant to Rule 424(B)(3)
Registration No. 333-132911
PRICING SUPPLEMENT
- ------------------
(To MTN prospectus supplement,
general prospectus supplement
and prospectus, each dated March 31, 2006)
Pricing Supplement Number: 2592
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $1,375,000,000 Original Issue Date: October 23, 2006
CUSIP Number: 59018YYN5 Stated Maturity Date: October 23, 2008
ISIN: US59018YYN56
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: +0.04% 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 23rd of January, April, July and October, commencing on January 23, 2007,
subject to modified following Business Day convention.
Interest Payment Dates: Quarterly, on the 23rd of January, April, July and October, commencing on January 23, 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"), BNY Capital Markets, Inc. and
Barclays Capital Inc. (the "Underwriters"), are acting as principals in this transaction.
MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated October 18, 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 $1,347,500,000
Incorporated
BNY Capital Markets, Inc. $13,750,000
Barclays Capital Inc. $13,750,000
-----------
Total $1,375,000,000
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: October 18, 2006