PRIVATE OFFERING NOTICE
[LOGO]
Merrill Lynch & Co., Inc.
Nikkei 225 Market Index Target-Term Securities(R)
due February 2011
"MITTS(R) Securities"
US$10 principal amount per unit
Private Offering Notice
Summary Terms
The MITTS Securities: Payment at maturity:
o 100% principal protection at maturity. o On the maturity date, for each unit of MITTS Securities an
o No payments before the maturity date. investor owns, that investor will receive an amount equal to
o Senior unsecured debt securities of Merrill Lynch & Co., Inc. the sum of the principal amount of each unit and an
o The MITTS Securities are linked to the value of the Nikkei 225 additional amount based on the percentage increase, if any,
Index. in the value of the Nikkei 225 Index, multiplied by a
o Application for quotation on the Nasdaq National Market under participation rate expected to be between 100% and 105%, as
the symbol "MNNY" has been submitted for approval. described in this prospectus supplement.
o Expected settlement date: November , 2003. o At maturity, the investor will receive no less than the
o The securities are made available to each investor outside of principal amount of his or her investment in the MITTS
the United States in a minimum initial investment of Securities.
US$50,000 or such other amount, and subject to such other
restrictions, as may be applicable to such investor under the
private offering rules of any jurisdiction outside of the
United States.
The MITTS 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 MITTS 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 MITTS 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 MITTS 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 MITTS 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.
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
MITTS 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 MITTS 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 MITTS 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 MITTS Securities may not be suitable for
all investors. Investors should seek advice from their investment advisor for
information concerning the Company, the MITTS Securities and the suitability
of purchasing the MITTS 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 MITTS
Securities.
(e) MLPF&S or one of its affiliates may be the only market
maker, if any, in the MITTS 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 November 5, 2003.
This Notice supplements the Preliminary Prospectus Supplement,
dated November 5, 2003, and the Prospectus, dated October 22, 2003.
"MITTS" and "Market Index Target-Term Securities" are registered service marks
of Merrill Lynch & Co., Inc.