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: 2608
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series C
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $600,000,000 Original Issue Date: December 4, 2006
CUSIP Number: 59018YYV7 Stated Maturity Date: December 4, 2009
ISIN: US59018YYV72
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: One Month Minimum Interest Rate: Not Applicable
Spread: +0.08% Maximum Interest Rate: Not Applicable
Initial Interest Rate: Calculated as if the Spread Multiplier: Not Applicable
Original Issue Date
was an Interest Reset
Date
Interest Reset Dates: Monthly, on the 4th of every month, commencing on
January 4, 2007, subject to modified following Business
Day convention.
Interest Payment Dates: Monthly, on the 4th of every month, commencing on
January 4, 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"), Fifth Third Securities, Inc. and SG Americas
Securities, LLC (the "Underwriters"), are acting as
principals in this transaction. MLPF&S is acting as the
Lead Underwriter.
Pursuant to an agreement, dated November 29, 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 $588,000,000
Incorporated
Fifth Third Securities, Inc. $6,000,000
SG Americas Securities, LLC $6,000,000
------------
Total................ $600,000,000
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: 0.25%
Dated: November 29, 2006