PROSPECTUS SUPPLEMENT File No. 333-52822
- ---------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated January 24, 2001)
Prospectus Supplement Number: 2211
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $100,000,000 Original Issue Date: March 11, 2002
Issue Price: 100.00% Stated Maturity Date: March 11, 2004
CUSIP Number: 59018Y ME 8
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:
-------------------
[ ] 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 Spread Multiplier: Not Applicable
Original Issue Date
was an Interest
Reset Date
Interest Reset Dates: Each Business Day, commencing March 12,
2002 to but excluding the Stated Maturity Date,
subject to the following Business Day convention.
Interest Payment Dates: Quarterly, on the 11th of March, June,
September and December commencing June 11, 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 March 5, 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
Incorporated $96,000,000
HSBC Securities (USA) Inc. $2,000,000
BNP Paribas Securities Corp. $2,000,000
-------------
Total $100,000,000
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: March 5, 2002