Filed Pursuant to Rule 424(b)(3)

File No. 333-132911

 

$13,750,000 Accelerated Return Bear Market Notes

   Pricing Date June 27, 2007

Linked to the PHLX Housing SectorSM Index Due September 5, 2008

   Settlement Date July 5, 2007

Term Sheet

   Maturity Date September 5, 2008
   CUSIP No. 59022W612

 

 

 

Merrill Lynch & Co., Inc.

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•   3-to-1 return if the PHLX Housing SectorSM

    Index decreases, subject to a cap of 32.1%

 

•   A maturity of approximately 14 months

 

•   1-to-1 loss if the PHLX Housing SectorSM Index

    increases, subject to a 10% buffer for such

    increase, up to the public offering price per unit

 

•   Application made to list on AMEX under the

    symbol “BHZ”

 

 

 

 

    

 

 

 

The Notes will have the terms specified in this preliminary term sheet as supplemented by the documents indicated herein under “Additional Note Terms” (together the “Note Prospectus”). Investing in the Notes involves a number of risks. See “ Risk Factors” beginning on page TS-5 of this term sheet and on page PS-4 of product supplement ARNB-1.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Note Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

     Per Unit    Total

Public offering price (1)

   $10.00        $13,750,000

Underwriting discount (1)

   $.20        $275,000

Proceeds, before expenses, to Merrill Lynch & Co., Inc.

   $9.80        $13,475,000

1) The public offering price and underwriting discount for any purchase of between 100,000 to 299,999 units will be $9.95 per unit and $.15 per unit, respectively, for any purchase of between 300,000 to 499,999 units will be $9.90 per unit and $.10 per unit, respectively, and for any purchase of 500,000 units or more will be $9.85 per unit and $.05 per unit, respectively. The foregoing pricing description will apply to any single transaction by an individual investor.

“PHLX Housing SectorSM” and “HGXSM” are service marks of the Philadelphia Stock Exchange, Inc. and have been licensed for use by Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch & Co., Inc. is an authorized sublicensee.

Merrill Lynch & Co.

June 27, 2007


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Summary

The Accelerated Return Bear Market Notes Linked to the PHLX Housing Sector Index due September 5, 2008 (the “Notes”) are senior, unsecured debt securities of Merrill Lynch & Co., Inc. that provide a leveraged return for investors, subject to a cap, if the level of the equity-based PHLX Housing Sector Index (the “Index”) decreases moderately from the Starting Value of the Index on the Pricing Date to the Ending Value of the Index determined on valuation dates shortly prior to the Maturity Date of the Notes. Investors must be willing to forego interest payments on the Notes and willing to accept a repayment that may be less, and potentially significantly less, than the original public offering price of the Notes if the Index decreases.

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Accelerated Return Bear Market Notes   TS-2


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Hypothetical Payout Profile

 

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This table reflects the hypothetical returns on the Notes, with a Capped Value of 32.1%. The red line reflects the hypothetical returns on the Notes, while the blue line reflects the return of an investment in the Index.

 

This table has been prepared for purposes of illustration only. Your actual return will depend on the actual Ending Value and the term of your investment.

 

 

 

Hypothetical Payments at Maturity

Examples

Set forth below are four examples of payment at maturity calculations, including a Starting Value of 213.92, the level of the Index on June 27, 2007 (the “Pricing Date”), and a Capped Value of $13.21.

Example 1The hypothetical Ending Value is 130% of the Starting Value:

Starting Value: 213.92

Hypothetical Ending Value: 278.10

Threshold Value: 235.31

 

$10 -

  (   $10 x  

  278.10 - 235.31  

213.92

    )     = $8.00  

Payment at maturity (per unit) = $8.00

Example 2The hypothetical Ending Value is 105% of the Starting Value but is less than the Threshold Value:

Starting Value: 213.92

Hypothetical Ending Value: 224.62

Threshold Value: 235.31

 

Payment at maturity (per unit) = $10.00

Example 3—The hypothetical Ending Value is 95% of the Starting Value:

Starting Value: 213.92

Hypothetical Ending Value: 203.22

 

$10 +

  (   $30 x   (  

  213.92 - 203.22  

213.92

    )   )     = $11.50  

Payment at maturity (per unit) = $11.50

Example 4—The hypothetical Ending Value is 70% of the Starting Value:

Starting Value: 213.92

Hypothetical Ending Value: 149.74

 

$10 +

  (   $30 x   (  

  213.92 - 149.75  

213.92

    )   )     = $19.00  

Payment at maturity (per unit) = $13.21 (Payment at maturity cannot be greater than the Capped Value)

 

Accelerated Return Bear Market Notes   TS-3


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The following table illustrates, for a Starting Value of 213.92 (the closing value of the Index on the Pricing Date) and a range of hypothetical Ending Values of the Index:

 

  the percentage change from the Starting Value to the hypothetical Ending Value;
  the total amount payable on the maturity date per unit;
  the total rate of return to holders of the Notes;
  the pretax annualized rate of return to holders of the Notes; and
  the pretax annualized rate of return of an investment in the stocks included in the Index, which includes an assumed aggregate dividend yield of 1.56% per annum, as more fully described below.

        The table below includes a Capped Value of $13.21.

 

 

Hypothetical

    Ending Value    

  

Percentage change

    from the Starting Value    

to the hypothetical

Ending Value

 

Total amount

    payable on the    

maturity date

per unit

 

Total

rate of

return on

    the Notes    

 

Pretax

    annualized    

rate of

return on

the Notes (1)

 

Pretax

annualized rate

of return of the
stocks

included in the

Index (1)(2)

106.96

   -50.00%   13.21     32.10%   25.21%   -49.31%

128.35

   -40.00%   13.21     32.10%   25.21%   -37.38%

149.74

   -30.00%   13.21     32.10%   25.21%   -26.53%

171.14

   -20.00%        13.21 (4)     32.10%   25.21%   -16.51%

192.53

   -10.00%   13.00     30.00%   23.67%     -7.19%

197.88

     -7.50%   12.25     22.50%   18.08%     -4.95%

203.22

     -5.00%   11.50     15.00%   12.28%     -2.75%

208.57

     -2.50%   10.75       7.50%      6.26%     -0.57%

    213.92 (3)

      0.00%   10.00       0.00%      0.00%      1.57%

224.62

      5.00%   10.00       0.00%      0.00%      5.76%

235.31

     10.00%   10.00       0.00%      0.00%      9.84%

256.70

     20.00%     9.00   -10.00%     -8.79%    17.69%

278.10

     30.00%     8.00   -20.00%   -18.15%    25.18%

299.49

     40.00%     7.00   -30.00%   -28.22%    32.35%

320.88

     50.00%     6.00   -40.00%   -39.15%    39.24%

342.27

     60.00%     5.00   -50.00%   -51.18%    45.86%

363.66

     70.00%     4.00   -60.00%   -64.68%    52.26%

 

(1) The annualized rates of return specified in this column are calculated on a semiannual bond equivalent basis and assume an investment term from July 5, 2007 to September 5, 2008, a term expected to be equal to that of the Notes.

 

(2) This rate of return assumes:

 

  (a) a percentage change in the aggregate price of the stocks included in the Index that equals the percentage change in the Index from the Starting Value to the relevant hypothetical Ending Value;

 

  (b) a constant dividend yield of 1.56% per annum, paid quarterly from the date of initial delivery of the Notes, applied to the level of the Index at the end of each quarter assuming this value increases or decreases linearly from the hypothetical Starting Value to the applicable hypothetical Ending Value; and

 

  (c) no transaction fees or expenses.

 

(3) This is the Starting Value.

 

(4) The total amount payable on the maturity date per unit of the Notes cannot exceed $13.21.

The above figures are for purposes of illustration only. The actual amount received by you and the resulting total and pretax annualized rates of return will depend on the actual Ending Value and term of your investment.

 

Accelerated Return Bear Market Notes   TS-4


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Risk Factors

An investment in the Notes involves significant risks. The following is a list of certain of the risks involved in investing in the Notes. You should carefully review the more detailed explanation of risks relating to the Notes in the “Risk Factors” sections included in the product supplement and MTN prospectus supplement identified below under “Additional Note Terms”. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

 

  Your investment may result in a loss.

 

  Your yield may be lower than the yield on other debt securities of comparable maturity.

 

  You must rely on your own evaluations regarding the merits of an investment linked to the Index.

 

  Your return is limited and will not reflect dividends or the return on a direct investment in the stocks included in the Index.

 

  There may be an uncertain trading market for the Notes and the market price you may receive or be quoted for your Notes on a date prior to the stated maturity date will be affected by this and other important factors, including our costs of developing, hedging and distributing the Notes.

 

  The publishers of the Index may adjust the Index in a way that affects its level, and the publisher has no obligation to consider your interests.

 

  Many factors affect the trading value of the Notes; these factors interrelate in complex ways and the effect of any one factor may offset or magnify the effect of another factor.

 

  Purchases and sales of securities underlying the Index by us and our affiliates may affect your return.

 

  Potential conflicts of interest could arise.

 

  Tax consequences are uncertain.

 

Risk Factor Specific to the Index

The stocks included in the Index are concentrated in one industry

All of the stocks included in the Index are issued by companies in the residential housing industry. As a result, the stocks that will determine the performance of the Notes are concentrated in one industry. Although an investment in the Notes will not give holders any ownership or other direct interests in the Underlying Stocks, the return on an investment in the Notes will be subject to certain risks associated with direct equity investments in the housing industry.

 

Investor Considerations

 

You may wish to consider an investment in the Notes if:

   The Notes may not be appropriate investments for you if:

         You anticipate that the Index will depreciate moderately from the Starting Value to the Ending Value.

 

         You accept that your investment may result in a loss, which could be significant, if the level of the Index increases from the Starting Value to the Ending Value.

 

         You accept that the return on the Notes will not exceed the Capped Value.

 

         You are willing to forego interest payments on the Notes, such as fixed or floating rate interest paid on traditional interest bearing debt securities.

 

         You want exposure to the Index with no expectation of dividends or other benefits of owning the underlying securities.

 

         You are willing to accept that there is no assurance that the Notes will be listed on AMEX and that any listing will not ensure that a trading market will develop for the Notes or that there will be liquidity in the trading market.

  

         You anticipate that the Index will appreciate from the Starting Value to the Ending Value or that the Index will not depreciate sufficiently over the term of the Notes to provide you with your desired return.

 

         You are seeking principal protection or preservation of capital.

 

         You seek a return on your investment that will not be capped at 32.1%.

 

         You seek interest payments or other current income on your investment.

 

         You want to receive dividends paid on the stocks included in the Index.

 

         You want assurances that there will be a liquid market if and when you want to sell the Notes prior to maturity.

 

Other Provisions

We may deliver the Notes against payment therefor in New York, New York on a date that is in excess of three business days following the Pricing Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, if the initial settlement on the Notes occurs more than three business days from the Pricing Date, purchasers who wish to trade Notes more than three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

 

Accelerated Return Bear Market Notes   TS-5


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The Index

The PHLX Housing Sector Index

The Index is designed to measure the performance of twenty companies whose primary lines of business are directly associated with the United States housing construction market. The Index composition includes residential builders, suppliers of aggregate, lumber and other construction materials, manufactured housing and mortgage insurers. The Index (index symbol “HGX”) is published by PHLX. The initial value of the Index, which was set at 250 on January 2, 2002, was retroactively adjusted to 125 on February 1, 2006. Options commenced trading on the Index on July 17, 2002. The Index is a modified capitalization-weighted index, which is intended to maintain as closely as possible the proportional capitalization distribution of the portfolio of stocks included in the Index, while limiting the maximum weight of a single stock or group of stocks to a predetermined maximum (normally 25% for a single stock, and 50% to 60% for the top five or more for an aggregation of all stocks weighing 5% or more). This rebalancing is accomplished by occasionally artificially reducing the capitalization of higher weighted stocks and redistributing the weight to lower weighted stocks. The net result is a weight distribution that is less skewed toward the larger stocks, but still does not approach equal weighting. The total capitalization of the portfolio remains the same. The following is a current list of companies included in the Index and their trading symbols: American Standard Companies Inc. (ASD); Beazer Homes USA, Inc. (BZH); Centex Corporation (CTX); Champion Enterprises, Inc. (CHB); D.R. Horton, Inc. (DHI); Hovnanian Enterprises, Inc. (HOV); KB Home (KBH); Lennar Corporation (LEN); Masco Corporation (MAS); M.D.C. Holdings, Inc. (MDC); Meritage Homes Corporation (MTH); The PMI Group, Inc. (PMI); Pulte Homes, Inc. (PHM); Radian Group Inc. (RDN); The Ryland Group, Inc. (RYL); Standard Pacific Corp. (SPF); Temple-Inland Inc. (TIN); Toll Brothers, Inc. (TOL); Vulcan Materials Company (VMC); and Weyerhaeuser Company (WY). We have provided a brief description of each of the companies included in the Index and their corresponding historical price information in Annex A of this term sheet.

The following graph sets forth the historical performance of the Index in the period from July 2002 through May 2007. This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the Notes may be. Any historical upward or downward trend in the level of the Index during any period set forth below is not an indication that the Index is more or less likely to increase or decrease at any time over the term of the Notes. On June 27, 2007, the closing level of the Index was 213.92.

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Accelerated Return Bear Market Notes   TS-6


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Certain U.S. Federal Income Taxation Considerations

Set forth below is a summary of certain U.S. federal income tax considerations relating to an investment in the Notes. The following summary is not complete and is qualified in its entirety to the discussion under the section entitled “United States Federal Income Taxation” in the accompanying product supplement ARNB-1 and MTN prospectus supplement, which you should carefully review prior to investing in the Notes.

General. There are no statutory provisions, regulations, published rulings or judicial decisions addressing or involving the characterization and treatment, for United States federal income tax purposes, of the Notes or securities with terms substantially the same as the Notes. Accordingly, the proper United States federal income tax characterization and treatment of the Notes is uncertain. Pursuant to the terms of the Notes, ML&Co. and every holder of a Note agree (in the absence of an administrative determination, judicial ruling or other authoritative guidance to the contrary) to characterize and treat a Note for all tax purposes as a pre-paid cash-settled forward contract linked to the level of the Index. Due to the absence of authorities that directly address instruments that are similar to the Notes, significant aspects of the United States federal income tax consequences of an investment in the Notes are not certain, and no assurance can be given that the Internal Revenue Service (the “IRS”) or the courts will agree with the characterization and tax treatment described above. Accordingly, prospective purchasers are urged to consult their own tax advisors regarding the United States federal income tax consequences of an investment in the Notes (including alternative characterizations and tax treatments of the Notes) and with respect to any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Payment on the Maturity Date. Assuming that the Notes are properly characterized and treated as pre-paid cash-settled forward contracts linked to the level of the Index, upon the receipt of cash on the maturity date of the Notes, a U.S. Holder (as defined in the accompanying product supplement ARNB-1) will recognize gain or loss. The amount of such gain or loss will be the extent to which the amount of the cash received differs from the U.S. Holder’s tax basis in the Note. A U.S. Holder’s tax basis in a Note generally will equal the amount paid by the U.S. Holder to purchase the Note. It is uncertain whether any such gain or loss would be treated as ordinary income or loss or capital gain or loss. Absent a future clarification in current law (by an administrative determination, judicial ruling or otherwise), where required, ML&Co. intends to report any such gain or loss to the IRS in a manner consistent with the treatment of such gain or loss as capital gain or loss. If such gain or loss is treated as capital gain or loss, then any such gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year as of the maturity date.

Sale or Exchange of the Notes. Assuming that the Notes are properly characterized and treated as pre-paid cash-settled forward contracts linked to the level of the Index, upon a sale or exchange of a Note prior to the maturity date of the Notes, a U.S. Holder will generally recognize capital gain or loss in an amount equal to the difference between the amount realized on such sale or exchange and such U.S. Holder’s tax basis in the Note so sold or exchanged. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year as of the date of such sale or exchange.

Circular 230 Legend. The foregoing discussion of United States federal income tax matters contained in this term sheet (a) was not intended or written to be legal or tax advice to any person and was not intended or written to be used, and it cannot be used, by any person for the purpose of avoiding any tax-related penalties that may be imposed on such person, and (b) was written to support the promotion or marketing of the Notes by Merrill Lynch. Each person considering an investment in the Notes should seek advice based on its particular circumstances from an independent tax advisor.

Notwithstanding anything to the contrary contained herein, each prospective investor (and each employee, representative, or other agent of each prospective investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Notes and all materials of any kind that are provided to the prospective investor relating to such tax treatment and tax structure (as such terms are defined in Treasury Regulation Section 1.6011-4). This authorization of tax disclosure is retroactively effective to the commencement of discussions between Merrill Lynch or its representatives and each prospective investor regarding an investment in the Notes.

Prospective purchasers of the Notes should consult their own tax advisors concerning the tax consequences, in light of their particular circumstances, under the laws of the United States and any other taxing jurisdiction, of the purchase, ownership and disposition of the Notes.

Experts

The consolidated financial statements, the related financial statement schedule, and management’s report on the effectiveness of internal control over financial reporting incorporated in this term sheet by reference from Merrill Lynch & Co., Inc.’s Annual Report on Form 10-K for the year ended December 29, 2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference (which reports (1) expressed an unqualified opinion on the consolidated financial statements and financial statement schedule and include an explanatory paragraph regarding the change in accounting method in 2006 for share-based payments to conform to Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment, (2) expressed an unqualified opinion on management’s assessment regarding the effectiveness of internal control over financial reporting, and (3) expressed an unqualified opinion on the effectiveness of internal control over financial reporting) and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

With respect to the unaudited condensed consolidated interim financial information for the three-month periods ended March 30, 2007 and March 31, 2006 which is incorporated herein by reference, Deloitte & Touche LLP, an independent registered public accounting firm, have applied limited procedures in accordance with the standards of the Public Company Accounting Oversight Board (United States) for a review of such information. However, as stated in their report included in the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 30, 2007 (which report included an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards No. 157, “Fair Value Measurement”, Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115,” and FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109.) and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche LLP are not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited condensed consolidated interim financial information because those reports are not “reports” or a “part” of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act.

 

Accelerated Return Bear Market Notes   TS-7


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Additional Note Terms

You should read this preliminary term sheet, together with the documents listed below (collectively, the “Note Prospectus”), which together contain the terms of the Notes and supersede all prior or contemporaneous oral statements as well as any other written materials. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the sections indicated on the cover of this term sheet. The Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes.

You may access the following documents on the SEC Website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Website):

 

   

Product supplement ARNB-1 dated June 14, 2007:

http://www.sec.gov/Archives/edgar/data/65100/000119312507135812/d424b2.htm

 

   

Index supplement I-1 dated June 6, 2007:

http://www.sec.gov/Archives/edgar/data/65100/000119312507130785/d424b2.htm

 

   

MTN prospectus supplement, dated March 31, 2006:

http://www.sec.gov/Archives/edgar/data/65100/000119312506070946/d424b5.htm

 

   

General prospectus supplement dated March 31, 2006:

http://www.sec.gov/Archives/edgar/data/65100/000119312506070973/d424b5.htm

 

   

Prospectus dated March 31, 2006:

http://www.sec.gov/Archives/edgar/data/65100/000119312506070817/ds3asr.htm

Our Central Index Key, or CIK, on the SEC Website is 65100. References in this term sheet to “ML&Co.”, “we”, “us” and “our” are to Merrill Lynch & Co., Inc., and references to “MLPF&S” are to Merrill Lynch, Pierce, Fenner & Smith Incorporated.

ML&Co. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this preliminary term sheet relates. Before you invest, you should read the prospectus in that registration statement, and the other documents relating to this offering that ML&Co. has filed with the SEC for more complete information about ML&Co. and this offering. You may get these documents without cost by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, ML&Co., any agent or any dealer participating in this offering, will arrange to send you the Note Prospectus if you so request by calling toll-free 1-866-500-5408.

 

Accelerated Return Bear Market Notes   TS-8


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ANNEX A

This annex contains tables which provide a brief synopsis of the business of each of the stocks underlying the PHLX Housing Sector Index as well as the split-adjusted month-end closing market prices in U.S. dollars for each Underlying Stock in each month from January 2002 through May 2007 (or from the first month-end for which that data is available). The historical prices of the stocks underlying the PHLX Housing Sector Index are not indicative of the future performance of the Underlying Stocks. The following information, with respect to the business of each company issuing a stock underlying the PHLX Index, has been derived from publicly available documents published by that company. Because the common stock of each of those companies is registered under the Securities Exchange Act of 1934, those companies are required to file periodically financial and other information specified by the Securities Exchange Commission (the “SEC”). For more information about those companies, information provided to or filed with the SEC by those companies can be inspected at the SEC’s public reference facilities or accessed through the SEC’s web site at http://www.sec.gov.

AMERICAN STANDARD COMPANIES INC.

American Standard Companies Inc. is a global, diversified manufacturer of high-quality, brand-name products in three major business segments: air conditioning systems and services; bath and kitchen fixtures and fittings; and vehicle control systems.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   21.57   January   22.22   January   35.40   January   40.04   January   36.00   January   49.39
February   21.77   February   22.84   February   36.32   February   45.80   February   39.58   February   52.99
March   23.58   March   22.92   March   37.91   March   46.48   March   42.86   March   53.02
April   24.90   April   23.73   April   35.06   April   44.71   April   43.53   April   55.06
May   25.17   May   24.66   May   37.52   May   42.80   May   42.49   May   59.78
June   25.03   June   24.64   June   40.31   June   41.92   June   43.27    
July   23.84   July   25.47   July   37.89   July   44.28   July   38.63    
August   23.88   August   26.73   August   37.61   August   45.60   August   41.77    
September   21.21   September   28.08   September   38.91   September   46.55   September   41.97    
October   22.23   October   31.90   October   36.57   October   38.04   October   44.29    
November   24.83   November   33.23   November   38.94   November   38.08   November   44.81    
December   23.71   December   33.57   December   41.32   December   39.95   December   45.85    

BEAZER HOMES USA, INC.

Beazer Homes USA, Inc. designs, builds and sells primarily single-family homes in various locations within the United States. Beazer also originates mortgages on behalf of its customers through its subsidiaries Beazer Mortgage Corporation or Beazer Mortgage, and provides title services to its customers in many of its markets.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   26.70   January   19.18   January   31.08   January   49.50   January   72.84   January   43.51
February   30.18   February   19.45   February   35.63   February   57.31   February   63.45   February   39.46
March   25.85   March   19.60   March   35.30   March   49.86   March   65.70   March   29.03
April   29.51   April   23.42   April   32.82   April   45.60   April   57.63   April   33.38
May   26.07   May   28.27   May   33.59   May   53.46   May   49.75   May   35.77
June   26.67   June   27.83   June   33.44   June   57.15   June   45.87    
July   20.79   July   25.72   July   31.13   July   65.44   July   41.69    
August   21.39   August   27.71   August   32.55   August   62.44   August   40.30    
September   20.35   September   28.13   September   35.63   September   58.67   September   39.04    
October   21.91   October   33.17   October   36.59   October   57.95   October   43.34    
November   21.26   November   35.57   November   41.33   November   69.97   November   45.66    
December   20.20   December   32.55   December   48.74   December   72.84   December   47.01    

 

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CENTEX CORPORATION

Centex Corporation operates, through its subsidiary companies, in three principal business segments: home building, financial services and construction services.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   26.51   January   23.58   January   47.76   January   61.31   January   71.39   January   53.69
February   26.04   February   24.64   February   53.40   February   63.59   February   67.61   February   46.36
March   23.14   March   24.23   March   54.06   March   57.27   March   61.99   March   41.78
April   25.09   April   29.42   April   47.95   April   57.72   April   55.60   April   44.77
May   23.95   May   34.60   May   48.49   May   65.48   May   47.69   May   48.36
June   25.75   June   34.67   June   45.75   June   70.67   June   50.30    
July   21.37   July   32.73   July   42.42   July   73.98   July   47.31    
August   22.50   August   34.02   August   45.77   August   67.75   August   50.95    
September   19.76   September   35.12   September   50.46   September   64.58   September   52.62    
October   20.27   October   43.97   October   51.94   October   64.35   October   52.30    
November   22.43   November   49.34   November   52.47   November   71.85   November   55.34    
December   22.37   December   48.55   December   59.58   December   71.49   December   56.27    

CHAMPION ENTERPRISES, INC.

Champion Enterprises, Inc. and its subsidiaries primarily produces manufactured and modular homes through its family of homebuilders, as well as modular commercial buildings for government and commercial applications. Champion operates 33 manufacturing facilities in North America and the United Kingdom.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   12.36   January   2.95   January   6.68   January   10.79   January   13.71   January   8.21
February   8.83   February   2.06   February   10.65   February   10.35   February   15.52   February   7.93
March   8.00   March   1.84   March   10.60   March   9.40   March   14.96   March   8.80
April   8.30   April   2.42   April   10.89   April   9.44   April   15.26   April   10.28
May   8.02   May   3.55   May   9.35   May   9.73   May   11.90   May   11.37
June   5.62   June   5.18   June   9.18   June   9.94   June   11.04    
July   4.02   July   6.49   July   9.73   July   12.06   July   6.63    
August   2.68   August   7.25   August   9.63   August   13.33   August   6.82    
September   2.94   September   6.35   September   10.29   September   14.78   September   6.90    
October   2.32   October   7.10   October   10.89   October   13.88   October   9.26    
November   3.65   November   7.22   November   11.48   November   14.47   November   9.35    
December   2.85   December   7.00   December   11.82   December   13.62   December   9.36    

 

Accelerated Return Bear Market Notes   TS-10


LOGO

 

D.R. HORTON, INC.

D.R. Horton, Inc. constructs and sells single-family homes designed principally for first time homebuyers in metropolitan areas of the Mid-Atlantic, Midwest, Southeast, Southwest and West regions of the United States.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   12.48   January   9.55   January   21.08   January   29.84   January   37.32   January   29.06
February   13.30   February   9.16   February   23.84   February   32.82   February   34.11   February   25.37
March   12.57   March   9.60   March   26.57   March   29.24   March   33.22   March   22.00
April   12.90   April   11.85   April   21.60   April   30.50   April   30.02   April   22.18
May   12.26   May   13.15   May   21.68   May   34.57   May   26.36   May   23.37
June   13.02   June   14.05   June   21.30   June   37.61   June   23.82    
July   11.10   July   14.08   July   20.72   July   41.08   July   21.43    
August   10.38   August   15.56   August   23.21   August   36.92   August   21.93    
September   9.31   September   16.35   September   24.83   September   36.22   September   23.95    
October   9.64   October   19.90   October   22.50   October   30.69   October   23.43    
November   9.56   November   21.85   November   26.41   November   35.44   November   26.64    
December   8.68   December   21.63   December   30.23   December   35.73   December   26.49    

HOVNANIAN ENTERPRISES, INC.

Hovnanian Enterprises, Inc. designs, constructs, markets and sells single-family detached homes, attached townhomes and condominiums, mid-rise and high-rise condominiums, urban infill and active adult homes in planned residential developments. Hovnanian currently offers homes for sale in 427 communities in 48 markets in 19 states throughout the United States.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   10.62   January   14.57   January   36.89   January   52.24   January   48.42   January   33.29
February   13.15   February   16.42   February   40.35   February   55.00   February   46.11   February   31.10
March   13.30   March   17.28   March   43.15   March   51.00   March   43.93   March   25.16
April   15.22   April   19.90   April   35.97   April   50.77   April   39.77   April   23.99
May   16.00   May   28.98   May   35.30   May   62.10   May   31.83   May   25.26
June   17.94   June   29.48   June   34.71   June   65.20   June   30.08    
July   14.27   July   24.68   July   31.03   July   70.68   July   27.39    
August   15.56   August   30.84   August   34.42   August   60.15   August   26.49    
September   16.90   September   32.19   September   40.10   September   51.20   September   29.34    
October   18.91   October   40.64   October   37.54   October   44.99   October   30.85    
November   16.70   November   46.13   November   40.27   November   49.84   November   35.51    
December   15.85   December   43.53   December   49.52   December   49.64   December   33.90    

 

Accelerated Return Bear Market Notes   TS-11


LOGO

 

KB HOME

KB Home is a homebuilder with domestic operations through the United States. Kaufman & Broad S.A., its publicly-traded subsidiary builds residences and commercial projects in France. KB Home also provides financial services including mortgage banking, title, insurance and escrow coordination service, to its domestic homebuyers through its wholly-owned subsidiary, KB Home Mortgage Company.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   21.53   January   22.36   January   33.77   January   54.33   January   76.20   January   54.22
February   21.83   February   23.45   February   36.18   February   62.40   February   67.03   February   49.60
March   21.70   March   22.73   March   40.40   March   58.73   March   64.98   March   42.67
April   24.93   April   24.64   April   34.47   April   57.00   April   61.57   April   44.11
May   25.77   May   31.25   May   32.94   May   67.54   May   51.20   May   45.89
June   25.76   June   30.99   June   34.32   June   76.23   June   45.85    
July   23.11   July   28.31   July   32.03   July   81.91   July   42.52    
August   23.98   August   28.61   August   34.39   August   74.16   August   42.76    
September   24.42   September   29.83   September   42.25   September   73.20   September   43.80    
October   23.60   October   34.25   October   41.13   October   65.35   October   44.94    
November   22.35   November   34.44   November   43.95   November   69.77   November   51.69    
December   21.43   December   36.26   December   52.20   December   72.66   December   51.28    

LENNAR CORPORATION

Lennar Corporation is a homebuilder and is a provider of financial services. Lennar’s homebuilding operations include the sale and construction of single-family attached and detached homes, as well as the purchase, development and sale of residential land. The financial services operations provide mortgage financing, title insurance and closing services for Lennar homebuyers and others.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   25.22   January   24.50   January   44.10   January   56.47   January   62.56   January   54.38
February   25.12   February   24.56   February   49.45   February   60.82   February   59.86   February   49.24
March   24.00   March   24.36   March   54.03   March   56.68   March   60.38   March   42.21
April   25.27   April   27.12   April   46.85   April   51.47   April   54.93   April   42.71
May   24.89   May   33.53   May   45.90   May   58.01   May   47.91   May   45.65
June   27.84   June   35.75   June   44.72   June   63.45   June   44.37    
July   23.09   July   32.60   July   42.68   July   67.27   July   44.73    
August   24.02   August   33.63   August   45.80   August   62.10   August   44.84    
September   25.38   September   38.90   September   47.60   September   59.76   September   45.25    
October   25.10   October   45.93   October   44.98   October   55.58   October   47.48    
November   24.12   November   48.95   November   44.93   November   57.68   November   52.50    
December   23.47   December   48.00   December   56.68   December   61.02   December   52.46    

 

Accelerated Return Bear Market Notes   TS-12


LOGO

 

MASCO CORPORATION

Masco Corporation manufactures, sells and installs home improvement and building products, with emphasis on brand name products and services holding leadership positions in their markets. Masco operates primarily through five business segments: cabinets and related products; plumbing products; installation and other services; decorative architectural products; and other specialty products.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   26.76   January   18.19   January   26.66   January   36.80   January   29.65   January   31.99
February   28.07   February   18.38   February   28.04   February   33.72   February   31.19   February   29.85
March   27.45   March   18.62   March   30.44   March   34.67   March   32.49   March   27.40
April   28.10   April   21.07   April   28.01   April   31.49   April   31.90   April   27.21
May   26.66   May   24.60   May   28.95   May   32.02   May   31.02   May   30.21
June   27.11   June   23.85   June   31.18   June   31.76   June   29.64    
July   24.20   July   24.37   July   30.24   July   33.91   July   26.73    
August   24.16   August   24.79   August   32.13   August   30.68   August   27.41    
September   19.55   September   24.48   September   34.53   September   30.68   September   27.42    
October   20.56   October   27.50   October   34.26   October   28.50   October   27.65    
November   20.17   November   27.20   November   35.27   November   29.77   November   28.69    
December   21.05   December   27.41   December   36.53   December   30.19   December   29.87    

M.D.C. HOLDINGS, INC.

M.D.C. Holdings, Inc.’s primary business is owning and managing subsidiary companies that sell and build homes in certain markets within the United States under the name Richmond American Homes. M.D.C.’s financial services segment consists of Home American Mortgage Corporation, which originates mortgage loans primarily for M.D.C.’s homebuyers, and American Home Insurance Agency, Inc., which offers third party insurance products to M.D.C.’s homebuyers.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   25.51   January   25.11   January   43.81   January   72.80   January   63.45   January   58.27
February   27.90   February   23.87   February   49.25   February   79.62   February   61.29   February   51.06
March   27.46   March   24.40   March   54.15   March   69.65   March   64.31   March   48.07
April   32.10   April   29.31   April   47.53   April   65.38   April   57.78   April   51.26
May   28.30   May   34.82   May   49.48   May   72.21   May   54.15   May   54.34
June   33.06   June   33.76   June   48.93   June   82.25   June   51.93    
July   26.45   July   34.80   July   51.65   July   85.42   July   43.63    
August   25.56   August   35.73   August   52.96   August   76.38   August   42.79    
September   22.44   September   37.76   September   56.23   September   78.89   September   46.45    
October   23.87   October   47.08   October   59.04   October   68.60   October   49.86    
November   22.70   November   48.50   November   58.23   November   68.13   November   57.13    
December   24.32   December   45.10   December   66.49   December   61.98   December   57.05    

 

Accelerated Return Bear Market Notes   TS-13


LOGO

 

MERITAGE HOMES CORPORATION

Meritage Homes Corporation designs and builds single-family homes in the southern and western United States. Meritage offers a variety of homes, including first-time, move-up, active adult and luxury homes to their targeted customer base. Meritage has operations in 14 metropolitan areas in six states.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   14.34   January   16.45   January   32.45   January   64.65   January   60.50   January   44.45
February   15.68   February   15.80   February   37.04   February   73.23   February   58.53   February   38.75
March   15.98   March   16.77   March   37.13   March   58.92   March   54.96   March   32.12
April   22.40   April   19.08   April   33.93   April   63.29   April   65.58   April   34.81
May   21.20   May   23.59   May   34.10   May   72.72   May   53.59   May   34.69
June   22.83   June   24.63   June   34.40   June   79.50   June   47.25    
July   16.39   July   22.19   July   30.95   July   92.95   July   38.77    
August   17.96   August   22.48   August   33.41   August   78.29   August   40.95    
September   17.73   September   23.63   September   39.30   September   76.66   September   41.61    
October   20.00   October   29.55   October   44.35   October   62.27   October   45.78    
November   16.55   November   31.58   November   46.80   November   66.47   November   48.56    
December   16.83   December   33.16   December   56.35   December   62.92   December   47.72    

THE PMI GROUP, INC.

The PMI Group, Inc. is an international provider of credit enhancement as well as other products that promote homeownership and facilitate mortgage transactions in the capital markets. Through its subsidiaries and unconsolidated strategic investments, PMI offers residential mortgage insurance and credit enhancement products domestically and internationally, financial guaranty insurance, and financial guaranty reinsurance.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   35.28   January   28.75   January   38.62   January   39.77   January   43.23   January   47.82
February   35.43   February   27.10   February   39.60   February   40.25   February   43.30   February   46.87
March   37.88   March   25.55   March   37.36   March   38.01   March   45.92   March   45.22
April   40.56   April   30.82   April   43.03   April   35.16   April   46.15   April   48.47
May   42.80   May   30.66   May   43.17   May   37.80   May   45.50   May   49.44
June   38.20   June   26.84   June   43.52   June   38.98   June   44.58    
July   35.52   July   33.13   July   41.23   July   40.95   July   42.46    
August   33.90   August   35.38   August   41.53   August   40.46   August   43.24    
September   27.21   September   33.75   September   40.58   September   39.87   September   43.81    
October   29.80   October   38.23   October   38.82   October   39.88   October   42.65    
November   32.59   November   37.23   November   41.18   November   40.60   November   43.31    
December   30.04   December   37.23   December   41.75   December   41.07   December   47.17    

 

Accelerated Return Bear Market Notes   TS-14


LOGO

 

PULTE HOMES, INC.

Pulte Homes, Inc. is a publicly held holding company whose subsidiaries engage in the homebuilding and financial services businesses. Pulte’s core business, homebuilding, is engaged in the acquisition and development of land principally for residential purposes within the continental U.S. and Puerto Rico and the construction of housing on such land, targeted for the first-time, first and second move-up, and active adult buyers.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   11.79   January   12.50   January   21.57   January   33.04   January   39.90   January   34.34
February   12.99   February   12.71   February   26.38   February   39.01   February   38.41   February   29.56
March   11.96   March   12.54   March   27.80   March   36.82   March   38.42   March   26.46
April   13.30   April   14.50   April   24.59   April   35.73   April   37.35   April   26.90
May   13.56   May   16.40   May   26.38   May   38.23   May   32.47   May   27.29
June   14.37   June   15.42   June   26.02   June   42.13   June   28.79    
July   11.98   July   15.28   July   27.32   July   46.81   July   28.50    
August   11.94   August   16.64   August   29.48   August   43.10   August   29.67    
September   10.66   September   17.00   September   30.69   September   42.92   September   31.86    
October   11.48   October   21.63   October   27.44   October   37.79   October   30.99    
November   11.74   November   23.89   November   27.63   November   41.63   November   33.74    
December   11.97   December   23.41   December   31.90   December   39.36   December   33.12    

RADIAN GROUP INC.

Radian Group Inc. is a global credit risk management company and a provider of credit enhancement to the global financial and capital markets, primarily through credit insurance products. Its subsidiaries provide products and services through three primary business lines: mortgage insurance, financial guaranty and other financial services. On February 6, 2007, MGIC Investment Corporation and Radian entered into an Agreement and Plan of Merger which has been filed with the SEC, pursuant to which Radian will merge with and into MGIC, with the combined company to be renamed MGIC Radian Financial Group Inc.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   44.90   January   36.90   January   46.56   January   47.94   January   57.23   January   60.22
February   46.67   February   34.87   February   43.70   February   48.33   February   56.75   February   57.45
March   49.08   March   33.38   March   42.60   March   47.74   March   60.25   March   54.88
April   51.90   April   39.70   April   46.51   April   44.43   April   62.72   April   58.11
May   54.30   May   40.27   May   46.00   May   45.88   May   61.12   May   61.90
June   48.85   June   36.65   June   47.90   June   47.22   June   61.78    
July   45.80   July   46.81   July   46.02   July   51.58   July   61.53    
August   43.46   August   47.59   August   44.30   August   51.18   August   59.88    
September   32.66   September   44.40   September   46.23   September   53.10   September   60.00    
October   35.27   October   52.90   October   47.93   October   52.10   October   53.30    
November   40.90   November   49.35   November   51.25   November   56.56   November   53.21    
December   37.15   December   48.75   December   53.24   December   58.59   December   53.91    

 

Accelerated Return Bear Market Notes   TS-15


LOGO

 

THE RYLAND GROUP INC.

The Ryland Group, Inc. a homebuilder and a mortgage-finance company. In addition, Ryland Mortgage Company provides mortgage financing and related services. Ryland consists of two operating business segments: homebuilding and financial services. Ryland’s operations span all significant aspects of the home buying process, from design, construction and sale to mortgage origination, title insurance, settlement, escrow and homeowners insurance brokerage services.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   19.58   January   19.82   January   38.13   January   64.87   January   72.36   January   56.18
February   22.33   February   20.65   February   42.86   February   69.55   February   69.75   February   48.17
March   22.55   March   21.60   March   44.42   March   62.02   March   69.40   March   42.19
April   27.50   April   27.12   April   39.48   April   61.40   April   63.11   April   44.30
May   27.00   May   32.55   May   39.80   May   68.50   May   49.21   May   46.20
June   24.88   June   34.70   June   39.10   June   75.87   June   43.57    
July   20.45   July   32.45   July   38.71   July   80.80   July   40.85    
August   21.33   August   33.58   August   44.08   August   72.36   August   42.67    
September   18.59   September   36.56   September   46.33   September   68.42   September   43.21    
October   20.80   October   44.45   October   47.70   October   67.30   October   45.93    
November   18.76   November   46.08   November   50.68   November   71.54   November   52.75    
December   16.68   December   44.32   December   57.54   December   72.13   December   54.62    

STANDARD PACIFIC CORP.

Standard Pacific Corp. a geographically diversified builder of single-family attached and detached homes targeting a broad range of homebuyers. In addition Standard also provides mortgage financing and title services to its homebuyers through its subsidiaries and joint ventures. Standard has operations in major metropolitan markets in eight states.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   13.19   January   12.63   January   23.35   January   33.27   January   38.90   January   27.44
February   14.29   February   12.89   February   26.16   February   40.00   February   32.85   February   25.53
March   14.05   March   12.76   March   30.00   March   36.10   March   33.62   March   20.87
April   16.79   April   15.13   April   25.22   April   35.81   April   31.71   April   20.85
May   16.50   May   17.19   May   25.48   May   40.06   May   30.07   May   21.32
June   17.54   June   16.58   June   24.65   June   43.98   June   25.70    
July   13.13   July   17.00   July   23.21   July   47.70   July   22.33    
August   13.18   August   17.77   August   25.24   August   43.93   August   23.93    
September   11.69   September   18.95   September   28.19   September   41.51   September   23.50    
October   12.14   October   23.93   October   28.08   October   38.58   October   24.23    
November   12.75   November   24.97   November   28.01   November   37.69   November   25.66    
December   12.38   December   24.28   December   32.07   December   36.80   December   26.79    

 

Accelerated Return Bear Market Notes   TS-16


LOGO

 

TEMPLE-INLAND, INC.

Temple-Inland, Inc. is a holding company that, through its subsidiaries, operates four business segments: Corrugated Packaging, which is a vertically integrated corrugated packaging operation; Forest Products, which manages forest resources of approximately 1.8 million acres of timberland in Texas, Louisiana, Georgia, and Alabama, and manufactures a wide range of building products; Real Estate, which conducts real estate investments and development activities; and Financial Services which provides financial services in the areas of consumer and commercial banking and insurance.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   27.68   January   21.61   January   29.53   January   31.80   January   46.90   January   49.94
February   27.85   February   20.95   February   32.58   February   40.10   February   42.67   February   59.80
March   28.36   March   18.70   March   31.67   March   36.28   March   44.55   March   59.74
April   26.47   April   22.65   April   30.89   April   33.75   April   46.44   April   59.24
May   27.84   May   23.32   May   32.66   May   35.72   May   43.01   May   63.00
June   28.93   June   21.46   June   34.63   June   37.15   June   42.87    
July   26.85   July   23.20   July   34.13   July   39.79   July   42.54    
August   25.58   August   24.89   August   34.14   August   38.49   August   44.52    
September   19.32   September   24.28   September   33.58   September   40.85   September   40.10    
October   20.51   October   27.02   October   29.56   October   36.83   October   39.44    
November   24.53   November   28.27   November   29.80   November   41.87   November   39.10    
December   22.41   December   31.34   December   34.20   December   44.85   December   46.03    

TOLL BROTHERS, INC.

Toll Brothers, Inc. designs, builds, markets and arranges financing for single-family detached and attached homes in luxury residential communities. Toll is also involved, directly and through joint ventures, in building or converting existing rental apartment buildings into high-, mid- and low-rise luxury homes.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   11.40   January   10.06   January   19.56   January   39.04   January   34.00   January   33.83
February   12.26   February   9.69   February   21.95   February   44.03   February   32.36   February   29.86
March   12.46   March   9.65   March   22.72   March   39.43   March   34.63   March   27.38
April   14.88   April   11.63   April   19.79   April   37.90   April   32.15   April   29.78
May   14.75   May   14.52   May   20.46   May   46.30   May   28.26   May   29.33
June   14.65   June   14.16   June   21.16   June   50.78   June   25.57    
July   11.43   July   13.25   July   19.87   July   55.42   July   25.57    
August   12.50   August   14.86   August   22.20   August   48.05   August   26.42    
September   10.87   September   15.21   September   23.17   September   44.67   September   28.08    
October   10.24   October   18.42   October   23.18   October   36.91   October   28.91    
November   10.49   November   20.71   November   25.69   November   34.40   November   32.20    
December   10.10   December   19.88   December   34.31   December   34.64   December   32.23    

 

Accelerated Return Bear Market Notes   TS-17


LOGO

 

VULCAN MATERIALS COMPANY

Vulcan Materials Company and its subsidiaries are principally engaged in the production, distribution and sale of construction materials. Vulcan is also a producer of construction aggregates and other construction materials and related services, asphalt and ready-mixed concrete and paving construction. On February 19, 2007, Vulcan, Florida Rock Industries, Inc., Virginia Holdco, Inc., a wholly owned subsidiary of Vulcan Materials, Virginia Merger Sub, Inc., a wholly owned subsidiary of Holdco, and Fresno Merger Sub, Inc., a wholly owned subsidiary of Holdco, entered into an Agreement and Plan of Merger, which has been filed with the SEC, pursuant to which (i) Fresno Merger Sub will merge with and into Florida Rock, with Florida Rock surviving such merger as the surviving corporation, and (ii) Virginia Merger Sub will merge with and into Vulcan Materials, with Vulcan Materials surviving such merger as the surviving corporation. Upon the consummation of the Mergers, (i) Florida Rock will become a wholly owned subsidiary of Holdco (which will be renamed “Vulcan Materials Company”) and (ii) Vulcan Materials will become a wholly owned subsidiary of Holdco and will be renamed “VMC Corp.”

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   46.40   January   34.05   January   47.70   January   56.48   January   71.88   January   101.84
February   48.33   February   31.70   February   47.30   February   57.86   February   79.00   February   116.49
March   47.54   March   30.23   March   47.44   March   56.83   March   86.65   March   116.48
April   46.02   April   34.97   April   46.24   April   53.04   April   84.96   April   123.67
May   47.83   May   36.64   May   44.76   May   59.93   May   78.05   May   119.69
June   43.80   June   37.07   June   47.55   June   64.99   June   78.00    
July   40.44   July   40.22   July   47.62   July   70.24   July   66.97    
August   39.02   August   41.41   August   47.67   August   71.85   August   78.61    
September   36.16   September   39.91   September   50.95   September   74.21   September   78.25    
October   33.56   October   44.31   October   49.78   October   65.00   October   81.48    
November   37.74   November   44.47   November   51.85   November   66.70   November   88.72    
December   37.50   December   47.57   December   54.61   December   67.75   December   89.87    

WEYERHAEUSER COMPANY

Weyerhaeuser Company is principally engaged in the growing and harvesting of timber, the manufacture, distribution and sale of forest products, real estate development and construction, and other real estate related activities. Weyerhaeuser operates through six business segments: Timber; Wood Products; Cellulose Fiber and White Papers; Containerboard, Packaging and Recycling; Real Estate and Related Assets; and Corporate and Other.

 

2002   Closing
Price
  2003   Closing
Price
  2004   Closing
Price
  2005   Closing
Price
  2006   Closing
Price
  2007   Closing
Price
January   58.32   January   48.05   January   61.46   January   62.40   January   69.76   January   75.00
February   61.82   February   49.85   February   65.25   February   66.93   February   68.29   February   85.87
March   62.86   March   47.83   March   65.50   March   68.50   March   72.43   March   74.74
April   59.61   April   49.59   April   59.20   April   68.61   April   70.47   April   79.22
May   65.50   May   50.38   May   60.48   May   64.15   May   63.96   May   81.96
June   63.85   June   54.00   June   63.12   June   63.65   June   62.25    
July   58.75   July   56.29   July   62.00   July   68.98   July   58.66    
August   54.51   August   59.50   August   62.51   August   65.02   August   62.00    
September   43.77   September   58.45   September   66.48   September   68.75   September   61.53    
October   45.30   October   60.23   October   62.64   October   63.34   October   63.59    
November   52.60   November   57.00   November   66.00   November   66.31   November   64.68    
December   49.21   December   64.00   December   67.22   December   66.34   December   70.65    

 

Accelerated Return Bear Market Notes   TS-18