PROSPECTUS SUPPLEMENT File No. 333-52822 - ---------------------- Rule 424(b)(3) (To Prospectus Supplement and Prospectus dated January 24, 2001) Prospectus Supplement Number 2197 Merrill Lynch & Co., Inc. Medium-Term Notes, Series B Due Nine Months or More from Date of Issue Fixed Rate Notes Principal Amount: $60,000,000 CUSIP Number: 59018YLQ2 Interest Rate: 0.00000% Original Issue Date: February 5, 2002 Stated Maturity Date: February 5, 2004 Interest Payment Dates: Accrued interest will only be paid on the Maturity Date, subject to the following business day convention. No interim interest payments will be made (except as provided for below). Other Provisions: Notwithstanding any other provision contained in this Note, if an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing and the principal of all the Notes is declared due and payable in the manner and with the effect provided in the Indenture, "principal" with respect to this Note in determining any amount then declared due and payable shall mean the Issue Price of this Note plus that portion of the accrued Original Issue Discount attributable to the period from the Original Issue Date to the date of acceleration (calculated on a semi-annual bond equivalent basis using a year composed of twelve 30-day months). Issue Price shall equal $55,911,540 and Original Issue Discount shall equal $4,088,460 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 are being issued in fully registered book-entry form. Trustee: J.P. Morgan Chase Dated: February 1, 2002 MERRILL LYNCH & CO., INC. FIXED RATE MEDIUM-TERM NOTE TRADE INFORMATION Investor: Triple I Funding Principal: $60,000,000.00 CUSIP Number: 59018YLQ2 Issue Price: 93.1859% Base Rate: Fixed Commission: 0.16300% Index Maturity: N/A Proceeds: 93.0229% $55,813,740.00 Spread: N/A Trade Date: February 1, 2002 Spread Multiplier: N/A Settlement Date: February 5, 2002 Maximum Interest Rate: N/A Maturity Date: February 5, 2004 Minimum Interest Rate: N/A Day Count: 30/360 Interest Reset: N/A Initial Interest Rate: 0.00000% Call Date: N/A Interest Payment Date(s): Accrued interest will only be paid on the Maturity Date, subject to the following business day convention. No interim interest payments will be made (except as provided for below). Other Provisions: Notwithstanding any other provision contained in this Note, if an Event of Default (as defined in the Indenture) with respect to the Notes shall occur and be continuing and the principal of all the Notes is declared due and payable in the manner and with the effect provided in the Indenture, "principal" with respect to this Note in determining any amount then declared due and payable shall mean the Issue Price of this Note plus that portion of the accrued Original Issue Discount attributable to the period from the Original Issue Date to the date of acceleration (calculated on a semi-annual bond equivalent basis using a year composed of twelve 30-day months). Issue Price shall equal $55,911,540 and Original Issue Discount shall equal $4,088,460 Hedge Under Sections 1221 and 1.1275-6: On Settlement Date: n/a ML&Co. Payments: 1ML + 12.5, monthly (on Notional of $55,911,540) ML&Co. Payment Dates: Monthly, on the 5th MLCS Payments: $4,088,460 MLCS Payment Dates: Maturity Date Merrill Lynch Money Markets DTC Number: 5132 Agent: The Chase Manhattan Bank CONTROL #: 2429 ---- Authorized by #1: STICKER #: 2197 -------------------------- ---- Authorized by #2: SWAP #: 2312 -------------------------- ----