PRICING SUPPLEMENT NO. AIG-FP-48
The information in this preliminary pricing supplement is not complete and may be changed.
None of this preliminary pricing supplement, the prospectus supplement or the prospectus is an
offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer
or sale is not permitted.
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SUBJECT TO COMPLETION, DATED DECEMBER , 2007
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FILED PURSUANT TO RULE 424(b)(2) |
PRELIMINARY PRICING SUPPLEMENT NO. AIG-FP-48
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REGISTRATION NO. 333-106040; 333-143992 |
TO PROSPECTUS DATED JULY 13, 2007 |
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AND PROSPECTUS SUPPLEMENT DATED JULY 13, 2007 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
PRINCIPAL PROTECTED NOTES
LINKED TO THE USD/EUR EXCHANGE RATE
DUE , 2009
(THE NOTES)
The Notes:
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The Notes are designed for investors who seek exposure to any
appreciation in the value of the United States dollar relative to the European
Union euro over the term of the Notes. |
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The Notes will have 100% principal protection on the maturity date. |
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There will be no payments on the Notes prior to the maturity date
therefore Investors should be willing to forgo interest payments. |
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We cannot redeem the Notes prior to the maturity date. |
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The Notes will not be listed on any securities exchange. |
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The Notes will be senior unsecured debt securities of American
International Group, Inc. (AIG) and part of a series entitled Medium-Term
Notes, Series AIG-FP. |
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AIG Financial Products Corp., as calculation agent (the Calculation
Agent), will determine the value of the currencies relative to one another as
described in this pricing supplement. |
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The Notes will have CUSIP No. 02687QDE5. |
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The settlement date is expected to be , 2008. |
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The Pricing Date is expected to be , 2007. |
Payment on the maturity date:
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The maturity date is expected to be , 2009. |
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At maturity, you will receive a cash payment, for each $1,000
principal amount of Notes, of $1,000 plus an additional amount described
below (the Additional Amount). |
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The Additional Amount, per $1,000 principal amount of Notes, will
be paid at maturity and will equal the greater of: |
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$1,000 × the Currency Return × the Participation Rate; and |
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$0. |
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The Currency Return will equal: |
Starting Value Ending Value
Starting Value
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The Participation Rate is expected to be a percentage between 85%
and 100%. The actual Participation Rate and Starting Value will be
determined on the Pricing Date and will be set forth in the final offering
document made available in connection with the sales of the Notes. |
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The Ending Value will be determined on the Valuation Date, which
is expected to be , 2009. |
Information included in this pricing supplement supersedes information in the related
prospectus supplement and prospectus to the extent that it is different from that information.
Investing in the Notes involves risks that are described in the Risk Factors section
beginning on page PS-2 of this pricing supplement.
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Per Minimum |
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Denomination |
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Total |
Public offering price |
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1,000.00 |
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$ |
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Underwriting discount |
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15.00 |
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$ |
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Proceeds, before expenses, to American International Group, Inc. |
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985.00 |
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$ |
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Assuming there are no changes in the level of the USD/EUR Exchange Rate and no change in
market conditions or any other relevant factors, the price, if any, at which Wachovia Securities or
another purchaser might be willing to purchase your Notes in a secondary market transaction is
expected to be lower, and could be substantially lower, than the original public offering price of
the Notes. This is due to, among other things, the fact that the original public offering price of
the Notes included, and secondary market prices are likely to exclude, underwriting discounts paid
with respect to, and the development and hedging costs associated with, the Notes, as well as the
projected profit included in the cost of hedging our obligations under the Notes.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this pricing supplement or the related
prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
Wachovia Securities
The date of this pricing supplement is , 2007.
RISK FACTORS
Investing in the Notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including events that are difficult to predict and
beyond AIGs control. Investors should carefully consider the following discussion of risks and
the discussion of risks included in the related prospectus before deciding whether to invest in the
Notes. Prospective investors should consult their financial and legal advisors as to the risks
entailed by an investment in the Notes and the suitability of the Notes in light of their
particular circumstances.
The market price you may receive or be quoted for your Notes on a date prior to the maturity
date will be affected by important factors, including the costs of developing, hedging and
distributing the Notes
Assuming there are no changes in the level of the USD/EUR Exchange Rate and no change in
market conditions or any other relevant factors, the price, if any, at which Wachovia Securities or
another purchaser might be willing to purchase your Notes in a secondary market transaction is
expected to be lower, and could be substantially lower, than the original public offering price of
the Notes. This is due to, among other things, the fact that the original public offering price of
the Notes included, and secondary market prices are likely to exclude, underwriting discounts paid
with respect to, and the development and hedging costs associated with, the Notes, as well as the
projected profit included in the cost of hedging our obligations under the Notes.
Wachovia Securities is not obligated to make a market in the Notes.
A trading market for the Notes is not expected to develop and, which may adversely affect the
price you receive if you sell your Notes before the maturity date
The Notes will not be listed on any futures or securities exchange, and we do not expect a
trading market for the Notes to develop. Although Wachovia Securities has indicated that it
currently expects to bid for Notes offered for sale to it by holders of the Notes, it is not
required to do so and may cease making those bids at any time. If a market-maker (which may be
Wachovia Securities) makes a market in the Notes, the price it quotes would reflect any changes in
market conditions and other relevant factors. This quoted price could be higher or lower than the
original public offering price of the Notes. The Notes are not designed to be short-term trading
instruments and if you sell your Notes in the secondary market prior to maturity you will not be
entitled to principal protection or any minimum return of the principal amount of your Notes sold.
Accordingly, you should be able and willing to hold the Notes to maturity.
Many factors interrelate in complex ways to affect the trading value of the Notes
The market price which you may receive for the Notes will be affected by factors that
interrelate in complex ways. The effect of one factor may offset the increase in the trading value
of the Notes caused by another factor and the effect of one factor may exacerbate the decrease in
the trading value of the Notes caused by another factor. For example, a decrease in the volatility
of the USD/EUR Exchange Rate may offset some or all of any increase in the trading value of the
Notes attributable to another factor, such as an increase in the value of the U.S. dollar relative
to the euro. The following paragraphs describe the expected impact on the trading value of the
Notes given a change in a specific factor, assuming all other conditions remain constant.
The value of the U.S. dollar relative to the euro is expected to affect the trading value of
the Notes. We expect that the trading value, if any, of the Notes will depend substantially on the
amount, if any, by which the value of the U.S. dollar relative to the euro exceeds or does not
exceed the value thereof on the Pricing Date. However, even if you choose to sell your Notes when
the level of the USD/EUR Exchange Rate is lower than its Starting Value, you may receive
substantially less than the amount that would be payable on the maturity date based on this value
because of the expectation that the level of the USD/EUR Exchange Rate will continue to fluctuate
until the Ending Value of the USD/EUR Exchange Rate is determined on the Valuation Date.
Changes in the volatilities of the value of the U.S. dollar relative to the euro are expected
to affect the trading value of the Notes. Volatility is the term used to describe the size and
frequency of price and/or market
PS-2
fluctuations. If the volatilities of the USD/EUR Exchange Rate increase or decrease, the
trading value of the Notes may be adversely affected.
Changes in the levels of interest rates are expected to affect the trading value of the Notes.
We expect that changes in interest rates will affect the trading value of the Notes. In general, if
United States interest rates increase, we expect that the trading value of the Notes will decrease
and, conversely, if United States interest rates decrease, we expect that the trading value of the
Notes will increase. If interest rates increase or decrease in markets based on the U.S. dollar or
the euro, the trading value of the Notes may be adversely affected. Interest rates may also affect
the economies of the United States and the constituent countries of the European Union and, in
turn, the respective exchange rates, and therefore, the trading value of the Notes.
As the time remaining to the maturity date of the Notes decreases, the time premium
associated with the Notes is expected to decrease. We anticipate that before their maturity date,
the Notes may trade, if at all, at a value above that which would be expected based on the value of
the U.S. dollar relative to the euro. This difference will reflect a time premium due to
expectations concerning the value of the U.S. dollar relative to the euro prior to the maturity
date of the Notes. However, as the time remaining to the maturity date of the Notes decreases, we
expect that this time premium will decrease, lowering the trading value of the Notes.
Changes in our credit ratings may affect the trading value of the Notes. Our credit ratings
are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes
in our credit ratings may affect the trading value of the Notes. However, because the return on
your Notes is dependent upon factors in addition to our ability to pay our obligations under the
Notes, such as the percentage increase, if any, in the value of the U.S. dollar relative to the
euro over the term of the Notes, an improvement in our credit ratings will not reduce the other
investment risks related to the Notes. For instance, our credit ratings may not reflect the
potential impact on the value of your Notes of risks related to structure, market or other factors
discussed herein.
In general, assuming all relevant factors are held constant, we expect that the effect on the
trading value of the Notes of a given change in some of the factors listed above will be less if it
occurs later in the term of the Notes than if it occurs earlier in the term of the Notes. We
expect, however, that the effect on the trading value of the Notes of a given change in the value
of the U.S. dollar relative to the euro will be greater if it occurs later in the term of the Notes
than if it occurs earlier in the term of the Notes.
You may not earn a return on your investment
If the Ending Value of the USD/EUR Exchange Rate (as defined below in Description of the
Notes) is not less than the Starting Value of the USD/EUR Exchange Rate (as defined below in
Description of the Notes), the Additional Amount you will receive at maturity will be $0, and we
will pay you only the principal amount of your Notes. This will be true even if the level of the
USD/EUR Exchange Rate at some time during the life of the Notes was lower than the Starting Value
but rises above the Starting Value as of the Valuation Date.
Your yield may be lower than other debt securities of comparable maturity
The yield that you will receive on the Notes may be less than the return you could earn on
other investments. Your yield may be less than the yield you would earn if you bought a traditional
interest-bearing debt security of AIG with the same maturity date. Your investment may not reflect
the full opportunity cost to you when you take into account factors that affect the time value of
money.
You must rely on your own evaluation of the merits of an investment linked to the euro
In the ordinary course of their businesses, AIG and Wachovia Securities or their subsidiaries
may express views on expected movements in foreign currency exchange rates, and these views are
sometimes communicated to clients who participate in the foreign currency exchange markets.
However, these views are subject to change from time to time. Moreover, other professionals who
deal in foreign currencies may at any time have significantly different views from those of AIG or
Wachovia Securities or their subsidiaries. For these reasons, you are
PS-3
encouraged to investigate the currency exchange markets based on information obtained from
multiple sources, and you should not rely on the views expressed by AIG or Wachovia Securities or
their subsidiaries.
You should make such investigation as you deem appropriate as to the merits of an investment
linked to the euro. Neither the offering of the Notes nor any view which may from time to time be
expressed by our affiliates in the ordinary course of their businesses with respect to future
exchange rate movements constitutes a recommendation as to the merits of an investment in the
Notes.
Your return will not reflect the return of owning the euro
The return on your Notes will not reflect the return you would realize if you actually
purchased euros on the Pricing Date and converted them into U.S. dollars on the Valuation Date
because the payment at maturity will be calculated by reference to a participation rate that may be
lower that 100%. Depending on the actual participation rate, which will be determined on the
Pricing Date and set forth in the final Pricing Supplement made available in connection with the
sale of the Notes, your return on the Notes may be lower than the return you would realize if you
actually owned euros and converted them into U.S. dollars on the Valuation Date.
The return on your Notes depends on the relative values of the currencies, which are affected
by many complex factors outside of our control
The value of any currency, including the euro and the U.S. dollar, may be affected by complex
political and economic factors. The exchange rate of each of the euro and the U.S. dollar is at any
moment a result of the supply and demand for that currency relative to other currencies, and
changes in the exchange rate result over time from the interaction of many factors directly or
indirectly affecting economic and political conditions in the United States and the constituent
countries of the European Union, including economic and political developments in other countries.
Of particular importance are the relative rates of inflation, interest rate levels, balance of
payments and extent of governmental surpluses or deficits in those countries, all of which are in
turn sensitive to the monetary, fiscal and trade policies pursued by the governments of those
countries, and other countries important to international trade and finance.
Foreign exchange rates can be fixed by sovereign governments or they may be floating. Exchange
rates of most economically developed nations and many developing nations are permitted to fluctuate
in value relative to the U.S. dollar. However, governments sometimes do not allow their currencies
to float freely in response to economic forces. Governments, including those in the European Union,
may use a variety of techniques, such as intervention by their central bank or imposition of
regulatory controls or taxes, to affect the exchange rates of their respective currencies. They may
also issue a new currency to replace an existing currency or alter the exchange rate or relative
exchange characteristics by devaluation or revaluation of a currency. Thus, a special risk in
purchasing the Notes is that their liquidity, trading value and amounts payable could be affected
by the actions of sovereign governments or the European Union which could change or interfere with
theretofore freely determined currency valuation, fluctuations in response to other market forces
and the movement of currencies across borders. There will be no adjustment or change in the terms
of the Notes in the event that exchange rates should become fixed, or in the event of any
devaluation or revaluation or imposition of exchange or other regulatory controls or taxes, or in
the event of the issuance of a replacement currency or in the event of other developments affecting
the euro or U.S. dollar, or any other currency.
Even though currencies trades around the clock, your Notes will not, and the prevailing market
prices for your Notes may not reflect the underlying currency prices and rates
The interbank market for the euro and U.S. dollar is a global, around-the-clock market.
Therefore, the hours of trading, if any, for the Notes will not conform to the hours during which
the euro and U.S. dollar are traded. Significant price and rate movements may take place in the
underlying foreign exchange markets that will not be reflected immediately in the market price, if
any, of the Notes. The possibility of these movements should be taken into account in relating the
value of the Notes to those in the underlying foreign exchange markets.
PS-4
There is no systematic reporting of last-sale information for foreign currencies. Reasonably
current bid and offer information is available in certain brokers offices, in bank foreign
currency trading offices and to others who wish to subscribe for this information, but this
information will not necessarily be reflected in the value of the U.S. dollar relative to the euro,
as determined by the Calculation Agent. There is no regulatory requirement that those quotations be
firm or revised on a timely basis. The absence of last-sale information and the limited
availability of quotations to individual investors may make it difficult for many investors to
obtain timely, accurate data about the state of the underlying foreign exchange markets.
Future performance of the reference currencies relative to each other cannot be predicted on
the basis of historical performance
It is impossible to predict whether, or the extent to which, the value of the U.S. dollar
relative to the euro will rise or fall. As discussed herein, exchange rates will be influenced by
complex and interrelated political, economic, financial and other factors. Accordingly, the
historical performance of the USD/EUR Exchange Rate should not be taken as an indication of the
future performance of the USD/EUR Exchange Rate, and no projection, representation or warranty is
made regarding future performance.
Purchases and sales by us or the swap counterparty may affect your return
We intend to hedge our obligations under the Notes by entering into a swap transaction with
Wachovia Bank, N.A. as the swap counterparty. In turn, the swap counterparty may hedge its
obligations on that swap transaction by purchasing euro, or exchange-traded funds or other
derivative instruments with returns linked or related to changes in the trading prices of the euro,
and may adjust these hedges by, among other things, purchasing or selling euro, or exchange-traded
funds or other derivative instruments with returns linked to the euro at any time. If our swap
transaction with Wachovia Bank, N.A. were terminated, we may hedge our obligations by engaging in
any of the hedging activities described above. Although they are not expected to, any of these
hedging activities may adversely affect the level of the USD/EUR Exchange Rate and, therefore, the
market value of the Notes even as we or the swap counterparty may realize substantial returns from
these activities.
We may have conflicts of interests arising from our relationship with the Calculation Agent
AIG-FP, our subsidiary, in its capacity as Calculation Agent for the Notes, is under no
obligation to take your interests into consideration in determining the Starting Value, Ending
Value and Additional Amount, if any, and is only required to act in good faith and in a
commercially reasonable manner. Because these determinations by AIG-FP will affect the payment at
maturity on the Notes, conflicts of interest may arise in connection with its performance of its
role as Calculation Agent.
Tax consequences
You should consider the tax consequences of investing in the Notes. See United States
Federal Income Taxation in this pricing supplement.
PS-5
DESCRIPTION OF THE NOTES
AIG will issue the Medium-Term Notes, Series AIG-FP, Principal Protected Notes Linked to the
USD/EUR Exchange Rate, due , 2009 (the Notes) as part of a series of senior debt securities
entitled Medium-Term Notes, Series AIG-FP, under the Indenture dated as of October 12, 2006
between AIG and The Bank of New York, as trustee, which is more fully described in the prospectus
dated July 13, 2007. You should carefully read this pricing supplement, along with the prospectus
supplement dated July 13, 2007 and the prospectus, to fully understand the terms of the Notes and
the tax and other considerations that are important to you in making a decision about whether to
invest in the Notes. Information included in this pricing supplement supersedes information in the
related prospectus supplement and prospectus to the extent that it is different from that
information. You should carefully review the Risk Factors sections in this pricing supplement
and the aforementioned prospectus, which highlight certain risks associated with an investment in
the Notes, to determine whether an investment in the Notes is appropriate for you.
References in this pricing supplement to we, us, our and AIG are to American
International Group, Inc. References to AIG-FP are to our subsidiary, AIG Financial Products
Corp. References to Wachovia Securities are to Wachovia Capital Markets, LLC. References to
Wachovia Bank are to Wachovia Bank, National Association. References to $ are to the currency
of the United States of America.
The Notes are expected to mature on , 2009.
The CUSIP number for the Notes is 02687QDE5.
The Notes will not be subject to redemption by AIG or repayment at the option of any holder of
the Notes before the maturity date. The Notes will not have the benefit of any sinking fund.
AIG will issue the Notes in denominations of $1,000 and multiples of $1,000 in excess thereof.
You may transfer the Notes only in increments of $1,000 principal amount. You will not have the
right to receive physical certificates evidencing your ownership except under limited
circumstances. Instead, we will issue the Notes in the form of a global certificate, which will be
held by The Depository Trust Company, also known as DTC, or its nominee. Direct and indirect
participants in DTC will record your ownership of the Notes. You should refer to the sections
entitled Description of Notes We May Offer Book-Entry System in the related prospectus
supplement and Legal Ownership and Book-Entry Issuance in the related prospectus.
Payment on the Maturity Date
On the maturity date, you will be entitled to receive a cash payment, denominated in U.S.
dollars, of $1,000 for each $1,000 principal amount of the Notes plus the Additional Amount, if
any, as provided below. If the Ending Value is not less than the Starting Value, you will be
entitled to receive only the $1,000 principal amount per unit. There will be no other payment of
interest, periodic or otherwise, on the Notes prior to the maturity date.
If the maturity date is not a New York Business Day, then you will receive payment in respect
of the Notes on the next succeeding New York Business Day, with no adjustment to the amount of such
payment on account thereof. New York Business Day means any day other than (i) a Saturday or
Sunday, (ii) a day on which banking institutions generally in the City of New York are authorized
or obligated by law, regulation or executive order to close or (iii) a day on which banks in the
City of New York are not open for dealing in foreign exchange and foreign currency deposits.
Determination of the Additional Amount
The Additional Amount per $1,000 principal amount of the Notes will be denominated in
U.S. dollars, will be determined by the Calculation Agent and will equal the greater of:
PS-6
(ii) $1,000 × the Currency Return × the Participation Rate; and
(ii) $0.
The Currency Return will equal:
Starting Value Ending Value
Starting Value
The Starting Value will be the USD/EUR Exchange Rate on the Pricing Date, as determined by
the Calculation Agent in accordance with the procedures described below.
The Ending Value will be the USD/EUR Exchange Rate on the Valuation Date, as determined by
the Calculation Agent in accordance with the procedures described below.
The USD/EUR Exchange Rate, as of any date, means the currency exchange rate in the interbank
market quoted as the number of United Sates dollars for which one European Union euro can be
exchanged as reported by Reuters on page WMRSPOT01 or any substitute page thereto, at
approximately 4:00pm, London time.
If the USD/EUR Exchange Rate is not quoted on Reuters on page WMRSPOT01, or any substitute
page thereto, then the USD/EUR Exchange Rate used to determine the Starting Value or the Ending
Value, as applicable, will equal the noon buying rate in New York for cable transfers in euro as
announced by the Federal Reserve Bank of New York for customs purposes (the Noon Buying Rate).
If the Noon Buying Rate is not announced on that date, then the USD/EUR Exchange Rate will be
calculated on the basis of the arithmetic mean of the applicable spot quotations received by the
Calculation Agent at approximately 10:00 a.m., New York City time, on the relevant date for the
purchase or sale for deposits in the euro by the London offices of three leading banks engaged in
the interbank market (selected in the sole discretion of the Calculation Agent) (the Reference
Banks). If fewer than three Reference Banks provide spot quotations, then the USD/EUR Exchange
Rate will be calculated on the basis of the arithmetic mean of the applicable spot quotations
received by the Calculation Agent at approximately 10:00 a.m., New York City time, on the relevant
date from two leading commercial banks in New York (selected in the sole discretion of the
Calculation Agent), for the purchase or sale for deposits in euro. If these spot quotations are
available from only one bank, then the Calculation Agent, in its sole discretion, will determine
which quotation is available and reasonable to be used. If no spot quotation is available, then
the USD/EUR Exchange Rate will be the rate the Calculation Agent, in its sole discretion,
determines to be fair and reasonable under the circumstances at approximately 10:00 a.m., New York
City time, on the relevant date.
The Valuation Date will be the tenth New York Business Day immediately prior to the maturity
date.
The Participation Rate is expected to be a percentage between 85% and 100% and will be set
forth in the final Pricing Supplement made available in connection with the sale of the Notes.
The Calculation Agent in respect of the Notes will be AIG-FP, a subsidiary of AIG. All
determinations made by the Calculation Agent, absent a determination of a manifest error, will be
conclusive for all purposes and binding on AIG and the holders and beneficial owners of the Notes.
PS-7
Examples
Set forth below are three examples of Redemption Amount calculations assuming a Participation
Rate of 92.5%, the midpoint of the range of 85% to 100%:
Example 1The hypothetical Ending Value is equal to 120% of the hypothetical Starting Value:
Hypothetical Starting Value:
Hypothetical Ending Value:
Hypothetical Currency Return = -20%
Additional Amount (per $1,000 principal amount) = $1,000 × -20% × 92.5% = -$185 (Because
the Additional Amount cannot be less that $0, the Additional Amount will be $0 and
the investor will receive the principal amount of the notes only.)
Payment on the maturity date (per $1,000 principal amount) = $1,000
Example 2The hypothetical Ending Value is equal to 95% of the hypothetical Starting Value:
Hypothetical Starting Value:
Hypothetical Ending Value:
Hypothetical Currency Return: 5%
Additional Amount (per $1,000 principal amount) = $1,000 × 5% × 92.5% = $46.25
Payment on the maturity date (per $1,000 principal amount) = $1,000 + $46.25 = $1,046.25
Example 3The hypothetical Ending Value is equal to 85% of the hypothetical Starting Value:
Hypothetical Starting Value:
Hypothetical Ending Value:
Hypothetical Currency Return: 15%
Additional Amount (per $1,000 principal amount) = $1,000 × 15% × 92.5% = $138.75
Payment on the maturity date (per $1,000 principal amount) = $1,000 + $138.75 = $1,138.75
Hypothetical Payout Profile
This graph reflects the hypothetical performance of the Notes, assuming a Participation Rate
of 92.5%, the midpoint of the range of 85% to 100%. The solid line reflects the hypothetical
Payment at maturity for the Notes, while the dotted line reflects hypothetical Currency Returns of
the USD/EUR exchange rate.
PS-8
This graph has been prepared for purposes of illustration only. Your actual return will
depend on the actual Starting Value, the actual Ending Value, the Participation Rate and the term
of your investment.
Hypothetical returns
The following table illustrates, for a range of hypothetical Currency Returns:
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the percentage change from the hypothetical Starting Value to the
hypothetical Ending Value for the USD/EUR Exchange Rate; |
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the total amount payable on the maturity date per $1,000 principal amount of
the Notes; |
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the total rate of return to holders of the Notes; |
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the pretax annualized rate of return to holders of the Notes; and |
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the pretax annualized rate of return in U.S. dollars on an investment in
euros. |
The table below assumes a Participation Rate of 92.5%, the midpoint of the range of 85% to
100%. The actual Participation Rate will be determined on the Pricing Date and set forth in the
final pricing supplement made available in connection with the sales of the Notes.
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Total amount payable |
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on the maturity date |
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Pretax |
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per $1,000 principal |
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annualized |
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amount of the |
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Total rate of return |
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Pretax annualized |
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rate of return |
Currency Return(1) |
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Notes(2) |
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on the Notes |
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rate of return on the Notes(3) |
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on the Currency(3) |
-25.00% |
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$1000.00 |
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0.00% |
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0.00% |
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-18.288% |
-20.00% |
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$1000.00 |
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0.00% |
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0.00% |
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-14.336% |
-15.00% |
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$1000.00 |
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0.00% |
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0.00% |
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-10.546% |
-10.00% |
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$1000.00 |
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0.00% |
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0.00% |
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-6.902% |
-5.00% |
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$1000.00 |
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0.00% |
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0.00% |
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-3.390% |
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0.00% |
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$1000.00 |
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0.00% |
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0.00% |
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0.00% |
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5.00% |
|
$1046.25 |
|
4.625% |
|
3.037% |
|
3.279% |
10.00% |
|
$1092.50 |
|
9.25% |
|
5.986% |
|
6.456% |
15.00% |
|
$1138.75 |
|
13.875% |
|
8.852% |
|
9.538% |
20.00% |
|
$1185.00 |
|
18.50% |
|
11.642% |
|
12.532% |
25.00% |
|
$1231.25 |
|
23.125% |
|
14.361% |
|
15.443% |
|
|
|
(1) |
|
The Starting Value will be determined by the Calculation Agent on the Pricing Date. |
|
(2) |
|
The amount you receive on the maturity date will not be less than $1,000 per $1,000 principal
amount of the Notes. |
|
(3) |
|
The annualized rates of return specified in this table are calculated on a semiannual bond
equivalent basis and assume an investment term from January , 2008 to July , 2009, a term
expected to be equal to that of the Notes. |
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,
as calculated based upon the USD/EUR Exchange Rate (as defined above) on the day the Ending Value
is determined, the actual Participation Rate and the term of your investment.
PS-9
Events of Default and Acceleration
In case an Event of Default with respect to any Notes has occurred and is continuing, the
amount payable to a holder of the Notes upon any acceleration permitted by the Notes, with respect
to each $1,000 principal amount of the Notes, will be equal to the sum of $1,000 plus the
Additional Amount, if any, calculated as though the date of acceleration were the maturity date of
the Notes.
In case of default in payment of the Notes, whether on the maturity date or upon acceleration, from
and after that date the Notes will bear interest, payable upon demand of their holders, at the
then-current Federal Funds Rate, reset daily, as determined by reference to Reuters page FEDFUNDS1
under the heading EFFECT, to the extent that payment of such interest shall be legally
enforceable, on the unpaid amount due and payable on that date in accordance with the terms of the
Notes to the date payment of that amount has been made or duly provided for. Reuters page
FEDFUNDS1 means the display page designated as FEDFUNDS1 on the Reuters service or any successor
page, or page on a successor service, displaying such rate. If the Federal Funds Rate cannot be
determined by reference to Reuters page FEDFUNDS1, such rate will be determined in accordance with
the procedures set forth in the related prospectus supplement.
PS-10
HISTORICAL INFORMATION ON THE USD/EUR EXCHANGE RATE
The following graphs set forth the historical month-end levels of the USD/EUR Exchange Rate
from January 2002 through November 2007. The historical data used in this graph reflects the
historical exchange rates available on Bloomberg, which may not be identical to those determined at
the fixing times set forth above. This historical data on the USD/EUR Exchange Rate is not
necessarily indicative of the future performance of the two currencies relative to one another or
what the value of the Notes may be. Any upward or downward trend in the historical levels of the
USD/EUR Exchange Rate during any period set forth below is not an indication that the USD/EUR
Exchange Rate is more or less likely to increase or decrease in value at any time over the term of
the Notes.
Source: Bloomberg L.P. (without independent verification)
PS-11
UNITED STATES FEDERAL INCOME TAXATION
Under applicable U.S. Treasury Regulations governing debt obligations with payments
denominated in, or determined by reference to, more than one currency, for persons whose functional
currency is the United States dollar, the Notes will not be foreign currency denominated debt
obligations because the predominant currency of the Notes is the United States dollar.
Accordingly, we will treat the Notes as being denominated in United States dollars, and payments on
the Notes determined by reference to currencies other than the United States dollar as contingent
payments under the special federal income tax rules applicable to contingent payment obligations.
These rules are described under the heading United States Taxation Original Issue Discount
Notes Subject to Contingent Payment Obligation Rules in the related prospectus supplement. As
more completely described in the Prospectus Supplement, holders will recognize income before the
receipt of cash attributable thereto and gains on sale or redemption will be ordinary.
The U.S. Treasury Regulations governing the U.S. federal income tax treatment of contingent
payment obligations require the issuer of such Notes to provide the purchaser with the comparable
yield of a hypothetical AIG debt instrument with terms similar to the Notes, but without any
contingent payments, and a projected payment schedule for payments on the Notes. As discussed in
the related prospectus supplement, a purchaser of the Notes will need this information to calculate
its income on the Notes. Solely for purposes of applying these regulations, we have determined
that the comparable yield is %. Based on this comparable yield, the projected payment on the
maturity date will be $ per $1,000 principal amount of the Notes.
The comparable yield and projected payment set forth above are being provided
to you solely for the purpose of determining the amount of interest that
accrues in respect of your note for U.S. federal income tax purposes, and none
of AIG or its affiliates or agents is making any representation or prediction
regarding the Additional Amount (if any) that may be payable with respect to
your note on the maturity date.
PS-12
ERISA CONSIDERATIONS
The Notes may not be purchased or held by any employee benefit plan or other plan or account
that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA) or
Section 4975 of the Code (each, a plan), or by any entity whose underlying assets include plan
assets by reason of any plans investment in the entity (a plan asset entity), unless in each
case the purchaser or holder is eligible for exemptive relief from the prohibited transaction rules
of ERISA and Section 4975 of the Code under a prohibited transaction class exemption issued by the
Department of Labor or another applicable statutory or administrative exemption. Each purchaser or
holder of the Notes will be deemed to represent that either (1) it is not a plan or plan asset
entity and is not purchasing the Notes on behalf of or with plan assets or (2) with respect to the
purchase and holding, it is eligible for relief under a prohibited transaction class exemption or
other applicable statutory or administrative exemption from the prohibited transaction rules of
ERISA and Section 4975 of the Code. The foregoing supplements the discussion under ERISA
Considerations in the base prospectus dated July 13, 2007.
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the Notes to our subsidiary AIG-FP or
certain of its subsidiaries for use for general corporate purposes.
PS-13
SUPPLEMENTAL PLAN OF DISTRIBUTION
Under the terms, and subject to the conditions, contained in a terms agreement dated the date
hereof, we have agreed to sell the Notes to Wachovia Securities. Wachovia Securities has advised
us that it proposes initially to offer all or part of the Notes directly to the public on a fixed
price basis at the offering price set forth on the cover of this pricing supplement. After the
initial public offering, the public offering price may be changed. The terms agreement provides
that Wachovia Securities is committed to take and pay for all of the Notes if any are taken. See
also Supplemental Plan of Distribution in the related prospectus supplement.
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.
GENERAL INFORMATION
We are offering notes on a continuing basis through AIG Financial Securities Corp., ABN AMRO
Incorporated, ANZ Securities, Inc., Banca IMI S.p.A., Banc of America Securities LLC, Barclays
Capital Inc., Bear, Stearns & Co. Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp.,
BNY Capital Markets, Inc., Calyon Securities (USA) Inc., CIBC World Markets. Corp., Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC, Daiwa Securities America Inc., Daiwa
Securities SMBC Europe Limited, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Greenwich
Capital Markets, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities Inc., Key Banc Capital
Markets Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi
UFJ Securities International plc, Mizuho International plc, Mizuho Securities USA Inc., Morgan
Stanley & Co. Incorporated, National Australia Capital Markets, LLC, RBC Capital Markets
Corporation, Santander Investment Securities Inc., Scotia Capital (USA) Inc., SG Americas
Securities, LLC, TD Securities (USA) LLC, UBS Securities LLC, and Wachovia Capital Markets, LLC, as
agents, each of which has agreed to use its best efforts to solicit offers to purchase notes. We
may also accept offers to purchase notes through other agents. See Supplemental Plan of
Distribution in the related prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the Notes or determined if the prospectus, the prospectus supplement or
this pricing supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
PS-14
INDEX OF CERTAIN DEFINED TERMS
|
|
|
|
|
Additional Amount |
|
PS-1 |
AIG |
|
PS-6 |
AIG-FP |
|
PS-6 |
Calculation Agent |
|
PS-1 |
Currency Return |
|
PS-1 |
Ending Value |
|
PS-7 |
USD/EUR Exchange Rate |
|
PS-7 |
New York Business Day |
|
PS-6 |
Notes |
|
PS-6 |
Participation Rate |
|
PS-1 |
Pricing Date |
|
PS-1 |
Starting Value |
|
PS-7 |
Valuation Date |
|
PS-7 |
Wachovia Securities |
|
PS-6 |
Capitalized terms used in this pricing supplement and not otherwise defined shall have the meanings
ascribed to them in the related prospectus supplement, general prospectus supplement and
prospectus, as applicable.
PS-15