PROSPECTUS SUPPLEMENT
- --------------------- File No. 333-52822
(To the Prospectus Supplement and Prospectus dated January 24, 2001) Rule 424(b)(3)
Prospectus Supplement Number: 2205
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $365,000,000 Original Issue Date: March 1, 2002
Issue Price: 100.00% Stated Maturity Date: March 17, 2003
CUSIP Number: 59018Y LY 5
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 Telerate Page: LIBOR Telerate Page: 3750
CMT Reuters Page: LIBOR Reuters Page:
Index Maturity: One Month, except with respect Minimum Interest Rate: Not Applicable
to determination of the Initial
Interest Rate as described below.
Spread: -0.0200% 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: Monthly, on the 17th of every month, commencing March 18, 2002, subject to modified
following Business Day convention. First interest period (March 1, 2002 to March 18, 2002)
will be calculated on an interpolated LIBOR basis.
Interest Payment Dates: Monthly, on the 17th of every month, commencing March 18, 2002, 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 are being issued in fully registered book-entry form.
Trustee: JPMorgan Chase Bank
Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), First Union Securities, Inc.
and Credit Lyonnais Securities (USA) Inc. (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
------------ -----------------------------
Merrill Lynch, Pierce, Fenner & Smith $350,400,000
Incorporated
First Union Securities, Inc. $7,300,000
Credit Lyonnais Securities (USA) Inc. $7,300,000
-------------
Total $365,000,000
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