PRIVATE OFFERING NOTICE
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Merrill Lynch & Co., Inc.
Interest Rate Call Warrants
Linked to the Five Year Constant Maturity U.S. Treasury Yield
Expiring May , 2005
US$1.85-$2.00 original public offering price per security
Private Offering Notice
Summary Terms
The securities: Exercise and payment upon exercise:
o Unsecured contractual obligations of Merrill o The securities will be automatically
Lynch & Co., Inc. exercised on the fifth scheduled business day
prior to the expiration date unless early
o Minimum initial purchase of 1,000 securities. exercise occurs because of certain events as
Any additional purchases must be made in described in the prospectus supplement.
multiples of 10 securities.
o Investors do not have the right to exercise
o Investors must have an options-approved their securities.
account in order to purchase the securities.
o Upon automatic exercise, an investor will
o Linked to the value of the Five Year Constant receive, for each security owned, an amount
Maturity U.S. Treasury Yield, a percentage equal to the greater of (i) zero or (ii) the
which expresses the yield to maturity on U.S. product of $100 and the change in the value
Treasury securities with a constant maturity of the Five Year Constant Maturity U.S.
of five years, as more fully described in the Treasury Yield, as described in the
prospectus supplement. prospectus supplement.
o The original public offering price is
expected to be between $1.85 and $2.00 per
security. The actual public offering price
will be determined on the date the securities
are priced for initial sale to the public and
will be disclosed in the final prospectus
supplement delivered in connection with sales
of the securities.
o Expected settlement date: May , 2003.
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
advisors concerning the purchase, holding or disposal of the Securities. Attention is drawn in
particular to risk factors on pages S-6 to S-8 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.
PRIVATE OFFERING NOTICE
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 U.S. 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 advisor 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 May 12, 2003.
This Notice supplements the Preliminary Prospectus Supplement dated May 12, 2003,
and the Prospectus, dated September 25, 2002.