PROSPECTUS SUPPLEMENT File No. 333-83374
- ---------------------- Rule 424(b)(3)
(To Prospectus Supplement and Prospectus dated April 1, 2002)
Prospectus Supplement Number: 2224
Merrill Lynch & Co., Inc.
Medium-Term Notes, Series B
Due Nine Months or More from Date of Issue
Floating Rate Notes
Principal Amount: $725,000,000 Original Issue Date: April 16, 2002
Issue Price: 100.00% Stated Maturity Date: April 16, 2003
CUSIP Number: 59018Y MT 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 Minimum Interest Rate: Not Applicable
Spread: -0.0300% 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 16th of every month, commencing May 16, 2002, subject to modified
following Business Day convention.
Interest Payment Dates: Monthly, on the 16th of every month, commencing May 16, 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"), 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 $696,000,000
Incorporated
HSBC Securities (USA) Inc. $ 14,500,000
ABN AMRO Incorporated $ 14,500,000
------------
Total $725,000,000
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