PROSPECTUS SUPPLEMENT File No. 333-52822
- --------------------- Rule 424(b)(3)
(To the Prospectus Supplement and
Prospectus dated January 24, 2001)
Prospectus Supplement Number: 2204
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $250,000,000 Original Issue Date: March 1, 2002
Issue Price: 100.00% Stated Maturity Date: March 1, 2004
CUSIP Number: 59018Y LX 7
Interest Calculation: Day Count Convention:
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[x] Regular Floating Rate Note [x] Actual/360
[ ] Inverse Floating Rate Note [ ] 30/360
(Fixed Interest Rate): [ ] Actual/Actual
Interest Rate Basis:
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[ ] LIBOR [ ] Commercial Paper Rate
[ ] CMT Rate [ ] Eleventh District Cost of Funds Rate
[ ] Prime Rate [ ] CD Rate
[X] Federal Funds Rate [ ] Other (see attached)
[ ] Treasury Rate
Designated CMT Page: Designated LIBOR Page:
CMT Telerate Page: LIBOR Telerate Page:
CMT Reuters Page: LIBOR Reuters Page:
Index Maturity: Not Applicable Minimum Interest Rate: Not Applicable
Spread: +0.350% 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: Each Business Day, commencing March 4,
2002 to but excluding the Stated
Maturity Date, subject to the following
Business Day convention.
Interest Payment Dates: Quarterly, on the 1st of March, June, September and
December commencing June 1, 2002 until maturity, subject
to the 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 are being issued in fully registered book-entry form.
Trustee: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"),
HSBC Securities (USA) Inc. and BNP Paribas Securities Corp. (the
"Underwriters"), are acting as principals in this transaction.
MLPF&S is acting as the Lead Underwriter.
Pursuant to an agreement, dated February 26, 2002
(the "Agreement"), between 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 $240,000,000
Incorporated
HSBC Securities (USA)Inc. $5,000,000
BNP Paribas Securities Corp. $5,000,000
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Total $250,000,000
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.
Dated: February 26, 2002