Filed Pursuant to Rule 424(b)(3)
Registration No. 333-132911
PRICING SUPPLEMENT
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(To MTN prospectus supplement,
general prospectus supplement
and prospectus, each dated March 31, 2006)
Pricing Supplement Number: 2692
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: March 23, 2007
CUSIP Number: 59018YB34 Stated Maturity Date: March 23, 2010
ISIN: US59018YB349
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 LIBOR Page:
Reuters Page LIBOR01
Index Maturity: One Month Minimum Interest Rate: Not Applicable
Spread: +0.11% Maximum Interest Rate: Not Applicable
Initial Interest Calculated as if the Spread Multiplier: Not Applicable
Rate: Original Issue
Date was an Interest
Reset Date
Interest Reset Monthly, on the 23rd of every month,
Dates: commencing on April 23, 2007,
subject to modified following Business Day
convention.
Interest Payment Monthly, on the 23rd of every month,
Dates: commencing on April 23, 2007,
subject to modified following Business Day
convention.
Repayment at the
Option of the The Notes cannot be repaid prior to the
Holder: Stated Maturity Date.
Redemption at the
Option of the The Notes cannot be redeemed prior to the
Company: 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"), HSBC Securities (USA) Inc. and Wells Fargo
Securities, LLC (the "Underwriters"), are acting as
principals in this transaction. MLPF&S is acting as the Lead
Underwriter.
Pursuant to an agreement, dated March 20, 2007 (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
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Merrill Lynch, Pierce, Fenner & Smith $588,000,000
Incorporated
HSBC Securities (USA) Inc. $6,000,000
Wells Fargo Securities, LLC $6,000,000
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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: March 20, 2007