PROSPECTUS SUPPLEMENT File No. 333-83374
(To Prospectus Supplement and Prospectus dated April 1, 2002) Rule 424(b)(3)
Prospectus Supplement Number: 2223
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: April 16, 2002
Issue Price: 100.00% Stated Maturity Date: April 16, 2003
CUSIP Number: 59018Y MS 7
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: Not Applicable
Spread: +0.110% Maximum Interest: Not Applicable
Initial Interest Rate: Calculated as if the Origiginal Issue Date Spread Multiplier: Not Applicable
was an Interest Reset Date
Interest Reset Date: Each Business Day, commencing April 17, 2002
to but excluding the Stated Maturity Date, subject to
the following Business Day convention.
Interest Payment Dates: Quarterly, on the 16th of July, October,
January and April commencing July 9, 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 ABN AMRO
Incorporated (the "Underwriters"), are acting as
principals in this transaction. MLPF&S is acting as the
Lead Underwriter.
Pursuant to an agreement, dated April 11, 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
ABN AMRO Incorporated $ 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: April 11, 2002