Subject to Completion

Preliminary Term Sheet dated August 24, 2007

  

Filed Pursuant to Rule 433   

Registration No. 333-132911

 

$             Accelerated Return Notes        Expected Pricing Date*         September    , 2007
Linked to the Russell 1000 Growth® Due December     , 2008        Settlement Date*   October     , 2007
Term Sheet        Maturity Date*   December     , 2008
       CUSIP No.  

 

 

 

 

 

 

Merrill Lynch & Co., Inc.

 

 

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Ÿ        3-to-1 upside exposure, subject to a cap of 12.00% to 16.00%

 

Ÿ        A maturity of approximately 14 months

 

Ÿ        1-to-1 downside exposure, with no downside limit

 

Ÿ        No periodic interest payments

 

Ÿ        Application made to list on AMEX under the symbol “GOC”

  
  

The Notes will have the terms specified in this 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 ARN-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         $   
Underwriting discount (1)    $.20         $   
Proceeds, before expenses, to Merrill Lynch & Co., Inc.    $9.80         $   

 

  1) The public offering price and underwriting discount for any purchase of 500,000 units or more will be $9.95 per unit and $.15 per unit, respectively. The foregoing pricing description will apply to any single transaction by an individual investor.

*Depending on the date the Notes are priced for initial sale to the public (the “Pricing Date”), which may be in September or October, the settlement date may occur in September or October and the maturity date may occur in November or December. Any reference in this term sheet to the month in which the settlement date or maturity date will occur is subject to change as specified above.

“Accelerated Return NotesSM” is a service mark of Merrill Lynch & Co., Inc.

“Russell 1000 Growth® Index” is a trademark of Frank Russell Company and has been licensed for use by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch & Co., Inc. is an authorized sublicensee.

Merrill Lynch & Co.

September     , 2007


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Summary

The Accelerated Return NotesSM Linked to the Russell 1000 Growth® Index due December , 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 Russell 1000 Growth® Index (the “Index”) increases moderately from the Starting Value of the Index, determined 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 return that is capped or a repayment that is less, and potentially significantly less, than the original public offering price of the Notes.

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Hypothetical Payout Profile

 

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This graph reflects the hypothetical returns on the Notes, assuming a Capped Value of 14.00%, the midpoint of the range of 12.00% and 16.00%. The orange line reflects the hypothetical returns on the Notes, while the dotted blue line reflects the hypothetical return of an investment in the Index, excluding dividends.

 

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

  

 

Hypothetical Payments at Maturity

Examples

Set forth below are three examples of payment at maturity calculations, assuming a hypothetical Starting Value of 584.25, the closing level of the Index on August 22, 2007, and assuming a Capped Value of $11.40, the midpoint of the range of $11.20 and $11.60.

Example 1—The hypothetical Ending Value is 80% of the hypothetical Starting Value:

Hypothetical Starting Value: 584.25

Hypothetical Ending Value: 467.40

 

$10 ×  

(

 

 

  467.40  

 

 

)

 

  = $8.00     
    584.25      

Payment at maturity (per unit) = $8.00

Example 2—The hypothetical Ending Value is 103% of the hypothetical Starting Value:

Hypothetical Starting Value: 584.25

Hypothetical Ending Value: 601.78

 

$10 +  

(

 

  $30 x  

(

 

 

601.78 - 584.25

 

 

)

 

 

)

 

  = $10.90     
        584.25        

Payment at maturity (per unit) = $10.90

Example 3—The hypothetical Ending Value is 120% of the hypothetical Starting Value:

Hypothetical Starting Value: 584.25

Hypothetical Ending Value: 701.10

 

$10 +  

(

 

  $30 x  

(

 

 

701.10 - 584.25

 

 

)

 

 

)

 

  = $16.00     
        584.25        

Payment at maturity (per unit) = $ 11.40         (Payment at maturity cannot be greater than the Capped Value)

 

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The following table illustrates, for a hypothetical Starting Value of 584.25 (the closing value of the Index on August 22, 2007) and a range of hypothetical Ending Values of the Index:

 

  Ÿ the percentage change from the hypothetical Starting Value to the hypothetical Ending Value;
  Ÿ the total amount payable on the maturity date per unit;
  Ÿ the total rate of return to holders of the Notes;
  Ÿ the pretax annualized rate of return to holders of the Notes; and
  Ÿ the pretax annualized rate of return of a hypothetical investment in the stocks included in the Index, which includes an assumed aggregate dividend yield of 1.11% per annum, as more fully described below.

The table below assumes a Capped Value of $11.40, the midpoint of the range of $11.20 and $11.60.

 

Hypothetical

Ending Value

  

Percentage change
from the hypothetical
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)

292.13

   -50.00%     $5.00   -50.00%   -51.40%   -50.02%

350.55

   -40.00%     $6.00   -40.00%   -39.32%   -38.07%

408.98

   -30.00%     $7.00   -30.00%   -28.35%   -27.14%

467.40

   -20.00%     $8.00   -20.00%   -18.24%   -17.07%

525.83

   -10.00%     $9.00   -10.00%     -8.83%   -7.69%

537.51

     -8.00%     $9.20     -8.00%     -7.02%   -5.89%

549.20

     -6.00%     $9.40     -6.00%     -5.23%   -4.10%

560.88

     -4.00%     $9.60     -4.00%     -3.47%   -2.34%

572.57

     -2.00%     $9.80     -2.00%     -1.72%   -0.60%

     584.25 (3)

     0.00%   $10.00      0.00%      0.00%   1.12%

595.94

     2.00%   $10.60      6.00%      5.06%   2.82%

607.62

     4.00%   $11.20   12.00%      9.95%   4.50%

619.31

     6.00%        $11.40 (4)   14.00%   11.55%   6.16%

630.99

     8.00%   $11.40   14.00%   11.55%   7.81%

642.68

   10.00%   $11.40   14.00%   11.55%   9.44%

701.10

   20.00%   $11.40   14.00%   11.55%   17.34%

759.53

   30.00%   $11.40   14.00%   11.55%   24.88%

 

(1) The annualized rates of return specified in this column are calculated on a semiannual bond equivalent basis and assume an investment term from August 23, 2007 to October 23, 2008, a term expected to be similar 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 hypothetical Starting Value to the relevant hypothetical Ending Value;

 

  (b) a constant dividend yield of 1.11% 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 hypothetical Starting Value, the closing level of the Index on August 22, 2007. The actual Starting Value will be determined on the Pricing Date and will be set forth in the final term sheet made available in connection with sales of the Notes.

 

(4) The total amount payable on the maturity date per unit of the Notes cannot exceed the Capped Value. The table assumes a Capped Value of $11.40 (the midpoint of the range of $11.20 and $11.60).

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 Starting Value, Ending Value, Capped Value and term of your investment.

 

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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.

 

  Ÿ Your investment may result in a loss.

 

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

 

  Ÿ Your return is limited and may not reflect the return on a direct investment in the stocks included in the Index.

 

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

 

  Ÿ 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.

 

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

 

  Ÿ 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.

 

  Ÿ Purchases and sales by us and our affiliates may affect your return.

 

  Ÿ Potential conflicts of interest could arise.

 

  Ÿ Tax consequences are uncertain.

 

  Ÿ You will not have the right to receive cash dividends or exercise ownership rights with respect to the stocks included in the Index.

 

Investor Considerations

 

You may wish to consider an investment in the Notes if:    The Notes may not be appropriate investments for you if:

Ÿ     You anticipate that the Index will appreciate moderately from

        the Starting Value to the Ending Value.

 

Ÿ     You accept that your investment may result in a loss, which

        could be significant, if the level of the Index decreases from the

        Starting Value to the Ending Value.

 

Ÿ     You accept that the return on the Notes will not exceed the

        Capped Value.

 

Ÿ     You are willing to forego interest payments on the Notes, such as

        fixed or floating rate interest paid on traditional interest

        bearing debt securities.

 

Ÿ     You want exposure to the Index with no expectation of

        dividends or other benefits of owning the underlying securities.

 

Ÿ     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.

  

Ÿ     You anticipate that the Index will depreciate from the Starting

        Value to the Ending Value or that the Index will not appreciate

        sufficiently over the term of the Notes to provide you with your

        desired return.

 

Ÿ     You are seeking principal protection or preservation of capital.

 

Ÿ     You seek a return on your investment that will not be capped at

        a percentage that will be between 12.00% and 16.00%.

 

Ÿ     You seek interest payments or other current income on your

        investment.

 

Ÿ     You want to receive dividends or other distributions paid on the

        stocks included in the Index.

 

Ÿ     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 greater than 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.

 

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The Index

All disclosure contained in this term sheet regarding the Russell 1000 Growth Index, including, without limitation, its make-up, method of calculation and changes in its components, has been derived from publicly available sources. The information reflects the policies of Frank Russell Company (“FRC”) as stated in these sources, and these policies are subject to change at the discretion of FRC. ML&Co. and MLPF&S have not independently verified and make no representation as to the accuracy or completeness of such information. Neither ML&Co. nor MLPF&S, the Calculation Agent, accepts any responsibility for the calculation, maintenance or publication of the Russell 1000 Growth Index or any successor index.

FRC began dissemination of the Russell 1000 Growth Index on September 1, 1992 and calculates and publishes the Russell 1000 Growth Index on Bloomberg L.P. (“Bloomberg”) under index symbol “RLG”. The Russell 1000 Growth Index was set to 200 as of the close of business on August 31, 1992. The Russell 1000 Growth Index measures the composite price performance of stocks of 1,000 companies which are domiciled in the United States or its territories, or are eligible for inclusion as a BDI (as defined below) and are included in the Russell 1000 Index. All 1,000 stocks are traded on a major U.S. exchange and form a part of the Russell 3000 Index. The Russell 3000 Index is composed of the 3,000 largest companies either domicilied in the United States or its territories, or companies eligible for inclusion as a BDI, as determined by market capitalization.

The Russell 1000 Index consists of the largest 1,000 companies included in the Russell 3000 Index. The Russell 1000 Growth Index is designed to track the performance of the large capitalization growth segment of the United States equity market. The Russell 1000 Growth Index is determined, comprised and calculated by FRC without regard to the Notes.

The Russell 1000 Growth Index consists of the same stocks included in the Russell 1000 Index. However, in the Russell 1000 Growth Index, these stocks are assigned different weightings based on their “growth” and “value” probabilities. FRC uses a non-linear probability method to determine the weighting of each stock within the index. Stocks are ranked by their adjusted book-to-price ratio and their I/B/E/S forecast long-term growth mean (IBESLT). These rankings are converted to standardized units and combined to form a Composite Value Score (“CVS”). The stocks are ranked using this score and a probability algorithim is applied to determine the appropriate growth and value weightings of each stock – stocks with a lower CVS are considered “growth” and stocks with a higher CVS are considered “value.” If the algorithim applied by FRC weights a stock as 80% in the Russell 1000 Growth Index, that stock will receive a 20% weighting in the Russell 1000 Value Index.

Selection of Stocks Underlying the Russell 1000 Index

Companies domiciled in the United States and its territories are eligible for inclusion in the Russell 3000 Index and the Russell 1000 Index. Beginning with the 2007 reconstitution, companies incorporated in the following countries or regions are also reviewed for eligibility for inclusion: Bahamas, Belize, Bermuda, British Virgin Islands, Cayman Islands, Channel Islands, Cook Islands, Gibraltar, Isle of Man, Liberia, Marshall Islands and Netherlands Antilles. Companies incorporated in these regions are considered Benefits Driven Incorporations (“BDIs”) because they typically incorporate in these regions for operations, tax, political or other financial market benefits. However, not all companies incorporated in these regions are eligible for inclusion in the Russell 3000 Index and the Russell 1000 Index. Companies incorporated in these regions must also meet one of the following criteria in order to be considered eligible: (i) the company has the headquarters in the U.S. or (ii) the company’s headquarters is also in the BDI designated region or country and the primary exchange for local shares is in the U.S. For new companies located in the BDI regions eligible for inclusion in the Russell 3000 Index and the Russell 1000 Index, the determination of the company’s primary exchange is based on the average daily dollar trading value, which is the accumulated dollar trading volume divided by the actual number of trading days in the past year. However, primary exchange is only a factor for inclusion if both incorporation and headquarters are in a BDI designated region or if multiple headquarters exist in the SEC filings. If the company has its headquarters in another country, other than the BDI regions and the U.S., it is not eligible for inclusion regardless of its primary exchange. Headquarters and primary exchanges will be analyzed once a year during reconstitution unless the security is de-listed from the U.S. exchange.

All securities eligible for inclusion in the Russell 3000 Index and the Russell 1000 Index must trade on a major U.S. exchange. Bulletin board, pink-sheets or over-the-counter (OTC) traded securities are not eligible for inclusion. Stocks must trade at or above $1.00 on their primary exchange on May 31st of each year to be eligible for inclusion during annual reconstitution. However, if a stock falls below $1.00 intra-year, it will not be removed until the next annual reconstitution, provided it is still trading below $1.00 at that time. Preferred stock, convertible preferred stock, redeemable shares, participating preferred stock, paired shares, warrants and rights, and trust receipts are also excluded. Royalty Trusts, limited liability companies, closed-end investment companies (business development companies are eligible), and limited partnerships are also ineligible for inclusion. In addition, Berkshire Hathaway is excluded as a special exception due to its similarity to a mutual fund and lack of liquidity. In general, only one class of securities of a company is eligible for inclusion in the Russell 3000 Index, although exceptions to this general rule have been made where FRC has determined that each class of securities acts independent of the other.

The primary criteria used to determine the list of securities eligible for the Russell 3000 Index is total market capitalization, which is defined as the price of the common shares times the total number of common shares outstanding. Only common stock is used to determine market capitalization, any other form of shares such as preferred stock, convertible preferred stock, redeemable shares, participating preferred stock, warrants and rights or trust receipts, are excluded from the calculation. Based on closing levels of the company’s common stock on its primary exchange on May 31st of each year, FRC reconstitutes the composition of the Russell 3000 Index using the then existing market capitalizations of eligible companies. As of June 22nd of each year, the Russell 1000 Index is adjusted to reflect the reconstitution of the Russell 3000 Index for that year. In addition, since September 2004, FRC has added initial public offerings to the Russell 3000 Index on a quarterly basis based on market capitalization guidelines established during the most recent reconstitution.

As a capitalization-weighted index, the Russell 1000 Index reflects changes in the capitalization, or market value, of the component stocks relative to the capitalization on a base date. The current Russell 1000 Index level is calculated by adding the market values of the Russell 1000 Index’s component stocks, which are derived by multiplying the price of each stock by the number of shares outstanding, to arrive at the total market capitalization of the 1,000 stocks. The total market capitalization is then divided by a divisor, which represents the “adjusted” capitalization of the Russell 1000 Index on the base date of December 31, 1986. To calculate the Russell 1000 Index, closing prices will be used for exchange-traded and Nasdaq stocks. If a component stock is not open for trading, the most recently traded price for that security will be used in calculating the Russell 1000 Index. In order to provide continuity for the Russell 1000 Index’s level, the divisor is adjusted periodically to reflect events including changes in the number of common shares outstanding for component stocks, company additions or deletions, corporate restructurings and other

 

Accelerated Return Notes   TS-6


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capitalization changes.

The level of the Russell 1000 Growth Index is reported on the AMEX under the symbol “RLG”, on Bloomberg under the symbol “RLG” and on Reuters under the symbol “.RUIE”.

Neither ML&Co. nor MLPF&S accepts any responsibility for the calculation, maintenance or publication of the Russell 1000 Growth Index or any successor index. FRC disclaims all responsibility to holders of Notes for any errors or omissions in the calculation and dissemination of the Russell 1000 Growth Index or the manner in which the Russell 1000 Growth Index is applied in determining any Starting Value or Ending Value or any amount payable to you on the maturity date of the Notes.

The following graph sets forth the historical performance of the Index in the period from January 2002 through July 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 August 22, 2007, the closing level of the Index was 584.25.

 

 

LOGO       The information on the Russell 1000 Growth Index provided in this document should be read together with the discussion under the heading “The Russell 1000 Growth Index” herein.
     
     
     
     
     
     
     
     
     
     
     
     
     

License Agreement

FRC and MLPF&S have entered into or, to the extent required, will enter into a non-exclusive license agreement providing for the license to MLPF&S, in exchange for a fee, of the right to use the Russell 1000 Growth® Index in connection with certain securities, including the Notes. ML&Co. is an authorized sub-licensee.

The license agreement between FRC and MLPF&S provides that the following language must be set forth in this pricing supplement:

“The Notes are not sponsored, endorsed, sold or promoted by FRC. FRC makes no representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly or the ability of the Russell 1000 Growth® Index to track general stock market performance or a segment of the same. FRC’s publication of the Russell 1000 Growth® Index in no way suggests or implies an opinion by FRC as to the advisability of investment in any or all of the securities upon which the Russell 1000 Growth® Index is based. FRC’s only relationship to MLPF&S and ML&Co. is the licensing of certain trademarks and trade names of FRC and of the Russell 1000 Growth®Index which is determined, composed and calculated by FRC without regard to MLPF&S or ML&Co. or the Notes. FRC is not responsible for and has not reviewed the Notes nor any associated literature or publications and FRC makes no representation or warranty express or implied as to their accuracy or completeness, or otherwise. FRC reserves the right, at any time and without notice, to alter, amend, terminate or in any way change the Russell 1000 Growth® Index. FRC has no obligation or liability in connection with the administration, marketing or trading of the Notes.

FRC DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE RUSSELL 1000 GROWTH® INDEX OR ANY DATA INCLUDED THEREIN AND FRC SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FRC MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY MLPF&S, ML&CO., INVESTORS, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE RUSSELL 1000 GROWTH® INDEX OR ANY DATA INCLUDED THEREIN. FRC MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE RUSSELL 1000 GROWTH® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FRC HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.”

 

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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 by the discussion under the section entitled “United States Federal Income Taxation” in the accompanying product supplement ARN-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 ARN-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 short-term or long-term capital gain or loss, depending upon the U.S. Holder’s holding period for the notes 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 short-term or long-term capital gain or loss, depending upon the U.S. Holder’s holding period for the notes as of the date of such sale or exchange.

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. See the discussion under the section entitled “United States Federal Income Taxation” in the accompanying product supplement ARN-1.

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) express an unqualified opinion on the consolidated financial statements and the related 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) express an unqualified opinion on management's assessment regarding the effectiveness of internal control over financial reporting, and (3) express 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, and the three-month and six-month periods ended June 29, 2007 and June 30, 2006 which are 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 reports included in ML&Co.’s Quarterly Reports on Form 10-Q for the quarters ended March 30, 2007 and June 29, 2007 (which reports include 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.

 

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Additional Note Terms

You should read this 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):

 

  Ÿ Product supplement ARN-1, dated June 6, 2007:

 

     http://www.sec.gov/Archives/edgar/data/65100/000119312507130792/d424b2.htm

 

  Ÿ MTN prospectus supplement, dated March 31, 2006:

 

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

 

  Ÿ General prospectus supplement, dated March 31, 2006:

 

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

 

  Ÿ 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 term preliminary 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 Notes   TS-9