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Merrill Lynch & Co., Inc.
Enhanced Return Notes(SM) Linked to the USD/EUR Exchange Rate
due March 2004
$25 USD original public offering price per unit
Private Offering Notice
Summary Terms
The securities: Payment at maturity:
o No payments prior to maturity. o Payment on the securities at maturity
o The securities may not be redeemed prior will be based upon the percentage change
to maturity. in the USD/EUR exchange rate. If the
o Senior unsecured debt securities of USD/EUR exchange rate has increased
Merrill Lynch & Co., Inc. (i.e., if the euro has appreciated in
o Linked to the USD/EUR exchange rate, a rate value against the U.S. dollar) over the
which expresses the amount in U.S. dollars term of the securities, an investor will
that can be exchanged for one euro. receive a payment based upon triple the
o Expected settlement date: March , 2003. percentage increase, not to exceed a
maximum payment expected to be between
$27.00 USD and $27.50 USD per unit. If
the USD/EUR exchange rate has decreased
over the term of the securities, an
investor will receive a payment based
upon that percentage decrease. As a
result, an investor may receive less,
and possibly significantly less, than
the original public offering price of
$25 USD per unit.
The securities (the "Securities") the subject of the attached offering document (the
"Offering Document") have not been approved for public sale in any jurisdiction outside of
the United States. As such, the Securities are made available to investors outside of the
United States only in accordance with applicable private offering rules. The Offering
Document may not be copied or otherwise made available to any other person by any
recipient without the express written consent of the Company.
The discussion contained in the Offering Document relating to the tax implications of
investing in the Securities is not based upon, and does not reflect, the tax laws of any
jurisdiction outside of the U.S. Accordingly, investors should consult their local tax
advisor before making an investment in the Securities.
This Notice and the Offering Document have been issued by Merrill Lynch & Co., Inc. (the
"Company") for information only. Prospective investors should not treat the contents of
this Notice as advice relating to legal, taxation or investment matters and are advised to
consult their own professional advisers concerning the purchase, holding or disposal of
the Securities. Attention is drawn in particular to risk factors on pages S-7 to S-10 of
the Offering Document. Subject to this Notice, the Offering Document has been approved for
issue in the United Kingdom by Merrill Lynch International Bank Limited ("MLIB"), which is
regulated by the Financial Services Authority, with registered office at Merrill Lynch
Financial Center, 2 King Edward Street, London EC1A 1HQ, United Kingdom. This Notice is
issued in Hong Kong by Merrill Lynch (Asia Pacific) Limited.
Investors in the United Kingdom should be aware that Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), which is handling the sale of the Securities, has no place of
business in the UK and is not regulated by the Financial Services Authority. Therefore,
with respect to anything done by MLPF&S, the regulatory regime governing an investor's
rights will be different than that of investors' rights in the UK, and the UK rules for
the protection of private investors and the UK Financial Compensation Scheme will not
apply to any business MLPF&S conducts with or for UK investors.
Investors should also note the following:
(a) The Securities are denominated in United States dollars. Investors that purchase
securities with a currency other than dollars should note that changes in rates of
exchange may have an adverse effect on the value, price or income of their investment.
(b) The price and value of the Securities and the income from them can fluctuate and
may fall against the investor's interest and an investor may get back less than he
invested.
(c) Investment in the Securities may not be suitable for all investors. Investors
should seek advice from their investment adviser for information concerning the Company,
the Securities and the suitability of purchasing the Securities in the context of their
individual circumstances. Past performance is not necessarily a guide to future
performance, and no projection, representation or warranty is made regarding future
performance.
(d) Save as disclosed herein and in the Offering Document, no commissions, discounts,
brokerages or other special terms have been granted or are payable by the Company in
connection with the issue or sale of any Securities.
(e) MLPF&S or one of its affiliates may be the only market maker, if any, in the
Securities.
(f) Information relating to taxation is based on information currently available. The
levels and bases of, and reliefs from, taxation in relevant jurisdictions can change. The
value of any reliefs depends upon the circumstances of the investor. See additional
comments about taxation above.
The date of this Notice is March 17, 2003
This Notice supplements the Preliminary Prospectus Supplement, dated March 3, 2003,
and the Prospectus, dated September 25, 2002.
"Enhanced Return Notes" is a service mark of Merrill Lynch & Co., Inc.