PRELIMINARY PRICING SUPPLEMENT NO. AIG-FP-58
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 APRIL 3, 2008
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FILED PURSUANT TO RULE 424(b)(2) |
PRELIMINARY PRICING SUPPLEMENT NO. AIG-FP-58
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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 PERFORMANCE
OF A BASKET OF ASIAN CURRENCIES
DUE , 2010
(THE NOTES)
The Notes:
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The Notes are designed for investors who believe that the
aggregate value of a basket of currencies (the Basket) will appreciate
relative to the U.S. dollar from the pricing date (the Pricing Date) to
the Valuation Date (as defined herein), a date shortly before the maturity
date of the Notes. The Notes do not bear interest, and investors must be
willing to forego interest payments on the Notes. The value of the Basket
will increase if the Baskets currencies (the Indonesian rupiah, the
Indian rupee, the Hong Kong dollar, the Singapore dollar and the Malaysian
ringgit) (the Basket Components)), as weighted in the Basket, appreciate
relative to the U.S. dollar. The value of the Basket will decrease if the
Basket Components, as weighted in the Basket, depreciate relative to the U.S. dollar. |
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The Notes are 100% principal protected if held to the maturity date. |
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There will be no payments on the Notes prior to the maturity date. |
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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 Basket Return as described in this pricing supplement. |
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The Notes will have CUSIP No. 02687QDP0. |
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The settlement date is expected to be , 2008. |
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The Pricing Date is expected to be three New York Business Days prior to the settlement date (scheduled to be , 2008). |
Payment on the maturity date:
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The maturity date is expected to be , 2010,
subject to postponement in the event such date is not a
New York Business Day or in the event of a Disruption
Event as described under Description of the Basket. |
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The valuation date (the Valuation Date) is
expected to be three New York Business Days prior to the
maturity date (scheduled to be , 2010), subject to
adjustment (i) with respect solely to any Basket
Component, in the event of a Disruption Event with respect
to such Basket Component, as described under Description
of the Basket, and (ii) with respect to all Basket
Components, in the event that the scheduled Valuation Date
is not a Valuation Business Day with respect to any Basket
Component, as described under Description of the Notes. |
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The amount you receive on the maturity date will
be based upon the direction of and percentage aggregate
change in the value of the Basket Components, as weighted
in the Basket, relative to the U.S. dollar from the
Pricing Date to the Valuation Date. For each $1,000
principal amount of Notes, you will receive $1,000 plus a
supplemental redemption amount (the Supplemental
Redemption Amount) equal to: |
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if the Basket Return is greater than zero, (1)
$1,000 times (2) the Basket Return times (3) a
participation rate equal to a percentage between 150% and
170%; or |
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if the Basket Return is zero or less, $0. |
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The Basket Return will equal the sum of the
Weighted Currency Returns for the Basket Components. The
Weighted Currency Return for each Basket Component will be
equal to (1) 20% times (2) the percentage change in the
level of that Basket Component relative to the U.S. dollar
from the Pricing Date to the Valuation Date, which is
calculated as a quotient, the numerator of which is equal
to the Starting Value minus the Ending Value for such
Basket Component, and the denominator of which is the
Starting Value for such Basket Component. |
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The actual participation rate will be determined
on the Pricing Date and set forth in the final offering
document made available in connection with the sales of the Notes. |
Information included in this pricing supplement supersedes information in the related
prospectus supplement and prospectus to the extent that it is different from that information.
Investing in the Notes involves risks that are described in the Risk Factors section
beginning on page PS-2 of this pricing supplement.
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Per Minimum |
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Denomination |
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Total |
Public offering price |
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1,000.00 |
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$ |
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Underwriting discount |
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0.00 |
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$ |
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Proceeds, before expenses, to American International Group, Inc. |
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1,000.00 |
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$ |
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Concurrently with the pricing of an offering of the Notes, we intend to enter into a swap
transaction with an affiliate of the underwriter, Lehman Brothers Inc. (Lehman Brothers), to
hedge completely our market risk under the Notes. Assuming there are no changes in the levels of
the Basket Components and no changes in market conditions or any other relevant factors, the price,
if any, at which Lehman Brothers 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, the development and hedging costs associated with the Notes that the hedging counterparty
or its affiliates may incur, as well as the projected profit included in the cost of hedging our
obligations under the Notes. For more information, see Risk Factors.
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.
Lehman Brothers Inc.
The date of this pricing supplement is , 2008.
RISK FACTORS
Unlike ordinary debt securities, the return on the Notes at maturity will depend on the value
of the Basket. 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.
You may not earn a return on your investment
If the Basket Return on the Valuation Date is less than or equal to zero, the Supplemental
Redemption 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 Basket Return was greater than zero at some
time during the life of the Notes but later falls to zero or less than zero on the Valuation Date.
The inclusion in the original issue price of the Notes of distribution costs and projected
profits from hedging is likely to adversely affect secondary market prices for the Notes
Concurrently with the pricing of an offering of the Notes, we intend to enter into a swap
transaction with an affiliate of the underwriter, Lehman Brothers Inc. (Lehman Brothers), to
hedge completely our market risk under the Notes. See Supplemental Plan of Distribution for more
information regarding the terms of the swap. Assuming there are no changes in the levels of the
Basket Components and no changes in market conditions or any other relevant factors, the price, if
any, at which Lehman Brothers 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 a number of factors, including that
(i) the potential profit to the secondary market purchaser of the Notes may be incorporated into
any offered price and (ii) the cost of funding used to value the Notes in the secondary market is
expected to be higher than our actual cost of funding incurred in connection with the issuance of
the Notes. In addition, the original public offering price of the Notes included, and secondary
market prices are likely to exclude, the projected profit that our swap counterparty or its
affiliates may realize in connection with this swap. Further, as a result of dealer discounts,
mark-ups or other transaction costs, any of which may be significant in the case of complex
financial instruments such as the Notes, the original public offering price may differ from values
determined by pricing models used by our swap counterparty or other potential purchasers of the
Notes in secondary market transactions.
A trading market for the Notes is not expected to develop, which may adversely affect the
price you may receive if you try to 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. The development of a trading market for the Notes will
depend on our financial performance and other factors such as the increase, if any, in the levels
of trading in the Basket Components. Even if a secondary market for the Notes develops, it may not
provide sufficient liquidity to allow you to trade or sell the Notes easily, and transaction costs
in any secondary market could be high. As a result, the difference between the bid and asked
prices for the Notes in any secondary market could be substantial. If you wish to sell your Notes
before maturity, you may have to do so at a discount from the original public offering price, and,
as a result, you may suffer substantial losses. 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.
Although Lehman Brothers has indicated that it currently intends 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 Lehman Brothers) makes a market in the Notes, the price
it quotes would reflect any changes in market conditions and other relevant factors. Trading of
the Notes may cause any market-maker to have long or short positions in the Notes. The supply and
demand for the Notes, including inventory positions of market-makers, may affect the secondary
market for the Notes.
PS-2
The Basket Return on the Valuation Date may be less than the sum of the Weighted Currency
Returns at times before the Valuation Date
Because the Basket Return is calculated as the sum of the Weighted Currency Returns on the
Valuation Date, the sum of the Weighted Currency Returns, if calculated from time to time during
the term of the Notes, could be more than the Basket Return on the Valuation Date. This difference
could be particularly large if there is significant volatility in the Basket Components during the
term of the Notes (especially on dates near the Valuation Date). Because the Valuation Date is
near the end of the term of the Notes, if the Basket Components appreciate or remain relatively
constant initially during the term of the Notes relative to its starting level and then depreciate,
the Basket Return may be significantly lower than if it were calculated on a date earlier than the
Valuation Date. Under these circumstances, you may receive a lower payment at maturity than you
would have received if you had invested directly in the Basket Components or contracts relating to
the Basket Components for which there is an active secondary market.
Disruption Events may adversely affect your return
Certain events, including events involving the suspension or disruption of market trading in
the Basket Components, constitute Disruption Events under the terms of the Notes. To the extent
any of these events occurs with respect to a Basket Component and remains in effect on the
Valuation Date, the Valuation Date for the affected Basket Component may be postponed until the
Disruption Event ceases to be in effect or, if the Disruption Event remains in effect for three
scheduled Valuation Business Days, the exchange rate for the affected Basket Component will be
determined by the Calculation Agent in good faith based on quotations from dealers in the market
for the relevant Basket Component or, in certain circumstances, in the Calculation Agents
discretion. In the event that the Valuation Date for one or more Basket Components is postponed,
the Basket Return may be lower, and could result in the Supplemental Redemption Amount being lower,
than what you may have anticipated based on the last available exchange rate for any affected
Basket Component as of the scheduled Valuation Date.
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, if the volatility of the
Currency Rates of the Basket Components changes, the value of the Notes may decrease, which may
offset some or all of any increase in the trading value of the Notes attributable to another
factor. 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 Basket 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 Basket Return exceeds zero. However, even if you choose to sell your Notes when the Basket
Return exceeds zero, 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 Basket
Return will continue to fluctuate until the Basket Return is determined on the Valuation Date.
Changes in the volatilities of the Basket Components relative to the U.S. dollar 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 fluctuations. If the volatilities of the Basket Components
relative to the U.S. dollar 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 of the jurisdictions issuing the Basket Components will
affect the trading value of the Notes. In general, if interest rates of the jurisdictions issuing
the Basket Components increase relative to interest rates in the United States, we expect that the
exchange rates of such Basket Components will increase relative to the U.S. dollar and, conversely,
if such interest rates decrease relative to interest rates in the United States, we expect that the
exchange rates of such Basket Components will decrease relative to the U.S. dollar. If interest
rates increase or decrease in markets based on any Basket Component, the trading value of the Notes
may be adversely affected.
PS-3
Interest rates may also affect the economies issuing the Basket Components 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 solely on the
value of the Basket. This difference will reflect a time premium due to expectations concerning
the value of the U.S. dollar relative to the Basket Components 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
the Notes is dependent upon factors in addition to our ability to pay our obligations under the
Notes, such as the amount of the Basket Return, if any, as of the Valuation Date, 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 Basket will be greater if it occurs later in the term of the Notes than if it occurs earlier
in the term of the Notes.
Any positive return(s) in one or more Basket Components may be offset by a negative return in
another Basket Component
The Notes are linked to the Basket, which is composed of five Basket Components. Each of the
Basket Components is equally weighted in determining the Basket Return. Accordingly, the
performance of the Basket will be based on the aggregate appreciation or depreciation of the Basket
Components taken as a whole. Therefore, a positive return in one Basket Component may be offset,
in whole or in part, by a negative return of a lesser, equal or greater magnitude in another Basket
Component. For example, the combination of a 2% Indian rupee return and a 1% Singapore dollar
return would be entirely offset by a -3% Malaysian ringgit return, assuming the Currency Rates of
the other Basket Components do not change, resulting in a Basket Return of zero and a payment at
maturity to you of only your principal amount.
Your yield may be lower than the yield on 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 Basket
In the ordinary course of their businesses, AIG and Lehman Brothers or their affiliates 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
Lehman Brothers or their affiliates. For these reasons, you are encouraged to investigate the
currency exchange markets based on information from multiple sources, and should not rely on the
views expressed by AIG or Lehman Brothers or their affiliates.
You should make such investigation as you deem appropriate as to the merits of an investment
linked to the Basket. 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.
PS-4
The return on your Notes depends on the values of the Basket Components, which are affected by
many complex factors outside of our control
The value of any currency, including the Basket Components, may be affected by complex
political and economic factors. The exchange rate of each Basket Component 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 originating country of each Basket Component,
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 issuing
the Basket Components, 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 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
any of the Basket Components, or any other currency.
Even though currencies trade 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 in foreign currencies is a global, around-the-clock market. Therefore,
the hours of trading for the Notes will not conform to the hours during which the Basket Components
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.
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 Basket, 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 Basket cannot be predicted on the basis of historical performance
The exchange rates of the Basket Components, as weighted in the Basket, will determine the
Basket Return. As a result, it is impossible to predict whether, or the extent to which, the
Basket Return 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 Basket Components should not be taken as an indication of the future performance
of the Basket Return, and no projection, representation or warranty is made regarding future
performance.
PS-5
Purchases and sales by us or the swap counterparty may affect your return
We intend to hedge our obligations under the Notes through our subsidiary AIG-FP by entering
into a swap transaction with Lehman Brothers Special Financing Inc. as the swap counterparty. In
turn, the swap counterparty may hedge its obligations on that swap transaction by purchasing the
Basket Components, or exchange-traded funds or other derivative instruments with returns linked or
related to changes in the trading prices of the Basket Components or the level of the Basket, and
may adjust these hedges by, among other things, purchasing or selling Basket Components, or
exchange-traded funds or other derivative instruments with returns linked to the Basket or the
Basket Components, at any time. If our subsidiarys swap transaction with Lehman Brothers Special
Financing Inc. were terminated, we or one of our subsidiaries 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 trading prices of the Basket Components or the level of
the Basket Return and, therefore, the market value of the Notes even as we, one or more of our
subsidiaries, 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 Supplemental Redemption Amount (each as defined herein), 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 of the Notes, conflicts of interest may arise in connection
with its performance of its role as Calculation Agent.
PS-6
DESCRIPTION OF THE NOTES
AIG will issue the Notes as part of a series of senior debt securities entitled Medium-Term
Notes, Series AIG-FP, which is more fully described in the Prospectus Supplement, 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 related prospectus. The Notes are expected to mature on , 2010,
subject to adjustment in the event of a Disruption Event, as described below under Description of
the Basket. The Valuation Date is expected to be , 2010, subject to postponement, with respect
solely to any Basket Component, in the event of a Disruption Event with respect to such Basket
Component, as described below under Description of the Basket. If the scheduled Valuation Date
is not a Valuation Business Day in respect of any Basket Component, the Valuation Date shall be the
immediately preceding Valuation Business Day for all Basket Components. 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.
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 integral multiples thereof. 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 OfferBook-Entry System in the related prospectus
supplement and Legal Ownership and Book-Entry Issuance in the related prospectus.
The CUSIP number for the Notes is 02687QDP0.
Payment on the Maturity Date
On the maturity date, you will be entitled to receive a cash payment for each $1,000 principal
amount of the Notes, denominated in U.S. dollars, equal to the sum of $1,000 plus the Supplemental
Redemption Amount, if any, as provided below. If the Supplemental Redemption Amount is zero, you
will be entitled to receive only the $1,000 principal amount. 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 Supplemental Redemption Amount
The Supplemental Redemption 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:
(i) if the Basket Return is greater than zero, (1) the $1,000 principal amount
times (2) the Basket Return times (3) the Participation Rate.
The Basket Return will be the sum of the Weighted Currency Returns for each Basket Component,
as determined by the Calculation Agent.
The Weighted Currency Return for each Basket Component will be equal to:
PS-7
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20% x |
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Starting Value - Ending Value |
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Starting Value |
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(ii) if the Basket Return is less than or equal to zero, $0.
The Starting Value for each Basket Component will be the Currency Rate (as defined below) as
determined by the Calculation Agent as of the Pricing Date.
The Ending Value for each Basket Component will be the Currency Rate as determined by the
Calculation Agent as of the Valuation Date, as set forth below under Description of the Basket.
The Valuation Date will be the third scheduled New York Business Day immediately prior to
the maturity date, provided, however, if the scheduled Valuation Date is not a Valuation Business
Day in respect of any Basket Component, the Valuation Date shall be the immediately preceding
Valuation Business Day for all Basket Components.
The Participation Rate is expected to be a percentage between 150% and 170% 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.
Examples of Hypothetical Basket Returns
The following examples show scenarios for the payment at maturity of the Notes. These
examples are based on a hypothetical Participation Rate of 150%, hypothetical Starting Values,
hypothetical Ending Values, and resulting hypothetical Basket Returns. The hypothetical Starting
Values and Ending Values have been chosen arbitrarily for the purpose of these examples, are not
associated with any research forecasts for any Currency Rates published by Lehman Brothers, us or
any of Lehman Brothers or our respective affiliates, and should not be taken as indicative of the
future performance of any Basket Component.
Example 1The Currency Rates for the Hong Kong dollar, the Indonesian rupiah, the Indian
rupee, the Malaysian ringgit and the Singapore dollar each decrease relative to their Starting
Values (representing an appreciation against the U.S. dollar), resulting in a Basket Return of
0.0819 (8.19%). The Supplemental Redemption Amount is therefore equal to $122.85, and the payment
at maturity is equal to $1,122.85 per $1,000 Note, calculated as follows:
$1,000 + ($1,000 x 0.0819 x 150%) = $1,122.85.
The table below illustrates how the Basket Return in the above example was calculated:
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
Hypothetical |
|
|
|
|
Starting Value |
|
|
|
Ending Value |
|
Weighted Currency |
Basket Component |
|
(on the Pricing Date) |
|
Weighting |
|
(on the Valuation Date) |
|
Return |
HKD |
|
7.78 |
|
20% |
|
7.24 |
|
0.0139 |
IDR |
|
9185 |
|
20% |
|
8450 |
|
0.0160 |
INR |
|
39.99 |
|
20% |
|
35.59 |
|
0.0220 |
MYR |
|
3.1950 |
|
20% |
|
3.0033 |
|
0.0120 |
SGD |
|
1.3799 |
|
20% |
|
1.2557 |
|
0.0180 |
|
|
|
|
|
|
|
|
|
|
|
Basket Return = Sum of Weighted Currency Returns = |
0.0819 |
|
|
|
|
|
|
|
|
|
Example 2The Currency Rates for the Hong Kong dollar, the Indonesian rupiah, the Indian
rupee, the Malaysian ringgit and the Singapore dollar each increase relative to their Starting
Values (representing a depreciation against the U.S. dollar), resulting in a Basket Return of
-0.0563 (-5.63%), which is less than zero. The
PS-8
Supplemental Redemption Amount is therefore $0, and the payment at maturity per $1,000 Note is
the $1,000 principal amount.
The table below illustrates how the Basket Return in the above example was calculated:
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
Hypothetical |
|
|
|
|
Starting Value |
|
|
|
Ending Value |
|
Weighted Currency |
Basket Component |
|
(on the Pricing Date) |
|
Weighting |
|
(on the Valuation Date) |
|
Return |
HKD |
|
7.78 |
|
20% |
|
8.11 |
|
-0.0085 |
IDR |
|
9185 |
|
20% |
|
9378 |
|
-0.0042 |
INR |
|
39.99 |
|
20% |
|
42.23 |
|
-0.0112 |
MYR |
|
3.1950 |
|
20% |
|
3.4474 |
|
-0.0158 |
SGD |
|
1.3799 |
|
20% |
|
1.4944 |
|
-0.0166 |
|
|
|
|
|
|
|
|
|
|
|
Basket Return = Sum of Weighted Currency Returns = |
-0.0563 |
|
|
|
|
|
|
|
|
|
Example 3The Currency Rates for the Hong Kong dollar and the Indonesian rupiah decrease
relative to their Starting Values (representing an appreciation against the U.S. dollar), while the
Currency Rates for the Indian rupee, the Malaysian ringgit and the Singapore dollar each increase
relative to their Starting Values (representing a depreciation against the U.S. dollar), resulting
in a Basket Return of 0.0149 (1.49%). The Supplemental Redemption Amount is therefore equal to
$22.35, and the payment at maturity is $1,022.35 per $1,000 Note, calculated as follows:
$1,000 + ($1,000 x 0.0149 x 150%) = $1,022.35.
The table below illustrates how the Basket Return in the above example was calculated:
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
Hypothetical |
|
|
|
|
Starting Value |
|
|
|
Ending Value |
|
Weighted Currency |
Basket Component |
|
(on the Pricing Date) |
|
Weighting |
|
(on the Valuation Date) |
|
Return |
HKD |
|
7.78 |
|
20% |
|
6.99 |
|
0.0203 |
IDR |
|
9185 |
|
20% |
|
8413 |
|
0.0168 |
INR |
|
39.99 |
|
20% |
|
40.95 |
|
-0.0048 |
MYR |
|
3.1950 |
|
20% |
|
3.3132 |
|
-0.0074 |
SGD |
|
1.3799 |
|
20% |
|
1.4489 |
|
-0.0100 |
|
|
|
|
|
|
|
|
|
|
|
Basket Return = Sum of Weighted Currency Returns = |
0.0149 |
|
|
|
|
|
|
|
|
|
Example 4The Currency Rates for the Hong Kong dollar, Indian rupee and Singapore dollar each
increase relative to their Starting Values (representing a depreciation against the U.S. dollar)
while the Currency Rates for the Indonesian rupiah and the Malaysian ringgit each decrease relative
to their Starting Values (representing an appreciation against the U.S. dollar), resulting in a
Basket Return of -0.0271
(-2.71%), which is less than zero. The Supplemental Redemption Amount is
therefore equal to $0, and the payment at maturity per $1,000 Note is the $1,000 principal amount.
The table below illustrates how the Basket Return in the above example was calculated:
|
|
|
|
|
|
|
|
|
|
|
Hypothetical |
|
|
|
Hypothetical |
|
|
|
|
Starting Value |
|
|
|
Ending Value |
|
Weighted Currency |
Basket Component |
|
(on the Pricing Date) |
|
Weighting |
|
(on the Valuation Date) |
|
Return |
HKD |
|
7.78 |
|
20% |
|
8.89 |
|
-0.0285 |
IDR |
|
9185 |
|
20% |
|
8891 |
|
0.0064 |
INR |
|
39.99 |
|
20% |
|
46.11 |
|
-0.0306 |
MYR |
|
3.1950 |
|
20% |
|
2.6902 |
|
0.0316 |
SGD |
|
1.3799 |
|
20% |
|
1.4213 |
|
-0.0060 |
|
|
|
|
|
|
|
|
|
|
|
Basket Return = Sum of Weighted Currency Returns = |
-0.0271 |
|
|
|
|
|
|
|
|
|
PS-9
Hypothetical Payout Profile
The following graph reflects the hypothetical return on the Notes, assuming a hypothetical
Participation Rate of 150% and a range of hypothetical Basket Returns.
This graph has been prepared for purposes of illustration only. Your actual return will
depend on the actual Starting Values, the Basket Return and Participation Rate, and whether you
hold your investment until maturity.
Hypothetical Returns
The following table illustrates, for a range of hypothetical Basket Returns:
|
|
|
the total amount payable on the maturity date per $1,000 Note; |
|
|
|
|
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 in U.S. dollars on an investment in the Basket Components. |
The table below assumes a Participation Rate of 150%. 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pretax annualized |
|
|
Total amount payable |
|
|
|
Pretax annualized |
|
rate of return |
|
|
on the maturity date |
|
Total rate of return |
|
rate of return |
|
on the Basket |
Hypothetical Basket Return |
|
per $1,000 Note |
|
on the Notes |
|
on the Notes (2) |
|
Components (2)(3) |
-25% |
|
$1,000.00(1) |
|
0.00% |
|
0.00% |
|
0.00% |
-20% |
|
$1,000.00 |
|
0.00% |
|
0.00% |
|
0.00% |
-15% |
|
$1,000.00 |
|
0.00% |
|
0.00% |
|
0.00% |
-10% |
|
$1,000.00 |
|
0.00% |
|
0.00% |
|
0.00% |
-5% |
|
$1,000.00 |
|
0.00% |
|
0.00% |
|
0.00% |
0% |
|
$1,000.00 |
|
0.00% |
|
0.00% |
|
0.00% |
5% |
|
$1075.00 |
|
7.50% |
|
3.75% |
|
2.50% |
10% |
|
$1150.00 |
|
15.00% |
|
7.50% |
|
5.00% |
15% |
|
$1225.00 |
|
22.50% |
|
11.25% |
|
7.50% |
PS-10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pretax annualized |
|
|
Total amount payable |
|
|
|
Pretax annualized |
|
rate of return |
|
|
on the maturity date |
|
Total rate of return |
|
rate of return |
|
on the Basket |
Hypothetical Basket Return |
|
per $1,000 Note |
|
on the Notes |
|
on the Notes (2) |
|
Components (2)(3) |
20% |
|
$1300.00 |
|
30.00% |
|
15.00% |
|
10.00% |
25% |
|
$1375.00 |
|
37.50% |
|
18.75% |
|
12.50% |
|
|
|
(1) |
|
The amount you receive on the maturity date will not be less than the $1,000 per $1,000
principal amount of the Notes. |
|
(2) |
|
The annualized rates of return specified in this table are calculated on a semiannual bond
equivalent basis and assume an investment term of two years, a term expected to be equal to
that of the Notes. |
|
(3) |
|
The pretax annualized rates of return specified in this column assume that the underlying
currency positions will be converted into U.S. dollars at the same time and at the same
Currency Rates as those in the Basket. |
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 Currency Rates on the day the Ending Value is determined, the
actual Participation Rate and the term of your investment.
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
Supplemental Redemption 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-11
DESCRIPTION OF THE BASKET
The Basket is designed to allow investors to participate in exchange rate movements of the
currencies included in the Basket, as reflected by the aggregate changes in the exchange rates of
the Basket Components relative to the U.S. dollar on the Valuation Date. The currencies that will
compose the Basket are the Hong Kong dollar (HKD), the Indonesian rupiah (IDR), the Indian
rupee (INR), the Malaysian ringgit (MYR) and the Singapore dollar (SGD). As the exchange
rates used in calculating the Ending Value are expressed as the number of units of the relevant
Basket Component per U.S. dollar, the Basket can be viewed as having long positions in the Hong
Kong dollar, the Indonesian rupiah, the Indian rupee, the Malaysian ringgit and the Singapore
dollar. The Basket Components will be weighted equally. Additionally, the Basket can be viewed as
having a short position in the U.S. dollar.
On the Pricing Date, the Starting Value will be determined for each Basket Component. As the
Currency Rates move, the value of each Basket Component per U.S. dollar will vary based on the
appreciation or depreciation of that Basket Component. Any appreciation in a Basket Component
relative to the U.S. dollar, assuming the Currency Rates of all the other Basket Components remain
the same, will result in an increase in the Basket Return. Conversely, any depreciation in a
Basket Component relative to the U.S. dollar, assuming the Currency Rates of all the other Basket
Components remain the same, will result in a decrease in the Basket Return.
If April 2, 2008 were the Pricing Date, for each Basket Component the Starting Value would be
as follows:
|
|
|
|
|
|
|
|
|
Basket Component |
|
Iso Code |
|
|
Starting Value (1) |
|
Hong Kong dollar |
|
HKD |
|
|
7.7886 |
|
Indonesian rupiah |
|
IDR |
|
|
9178 |
|
Indian rupee |
|
INR |
|
|
39.98 |
|
Malaysian ringgit |
|
MYR |
|
|
3.1871 |
|
Singapore dollar |
|
SGD |
|
|
1.3825 |
|
|
(1) |
|
This is the Currency Rate of each Basket Component on April 2, 2008. The
actual Starting Value for each Basket Component will be determined on the Pricing Date
and set forth in the final offering documents made available in connection with the
sale of the Notes. |
The term Currency Rate, as of any date, means:
(i) for the Hong Kong dollar, the spot rate in the interbank market quoted as the
number of Hong Kong dollars for which one U.S. dollar can be exchanged, as published by the
WM Company and appearing immediately under the caption Bid/Ask on Reuters page
USDHKDFIXM=WM* at approximately 4:00 p.m., London time;
(ii) for the Indonesian rupiah, the spot rate in the interbank market quoted as the
number of Indonesian rupiah for which one U.S. dollar can be exchanged at 11:00 a.m.,
Singapore time, for settlement in two Valuation Business Days and New York Business Days,
reported by the Association of Banks in Singapore, as reported by Reuters on page
ABSIRFIX01, or any substitute page thereto, to the right of the caption Spot under the
column IDR at approximately 11:30 a.m. in Singapore;
(iii) for the Indian rupee, the spot rate in the interbank market quoted as the number
of Indian rupees for which one U.S. dollar can be exchanged, for settlement in two Valuation
Business Days and New York Business Days, reported by the Reserve Bank of India, as reported
by Reuters on page RBIB, or any substitute page thereto, at approximately 2:30 p.m., Mumbai
time, or as soon thereafter as practicable;
(iv) for the Malaysian ringgit, the spot rate in the interbank market quoted as the
number of Malaysian ringgit for which one U.S. dollar can be exchanged at 11:00 a.m., for
settlement in two Valuation Business Days and New York Business Days, reported by the
Association of Banks in Singapore, which appears on the Reuters page ABSIRFIX01 to the right
of the caption Spot under the column MYR at approximately 11:30 a.m., Singapore
time; and
(v) for the Singapore dollar, the spot rate in the interbank market quoted as the
number of Singapore dollars for which one U.S. dollar can be exchanged, for settlement in
two Valuation Business
PS-12
Days and New York Business Days, reported by Association of Banks in Singapore, which
appears on the Reuters page ABSIRFIX01 at approximately 11:30 a.m., Singapore time, or as
soon thereafter as practicable.
If a Disruption Event relating to one or more Basket Components occurs or is continuing on the
scheduled Valuation Date, the Calculation Agent will calculate the Basket Return using:
|
|
|
for each Basket Component that did not suffer a Disruption Event on the
scheduled Valuation Date, the Currency Rate on the scheduled Valuation Date, and |
|
|
|
|
for each Basket Component that did suffer a Disruption Event on the scheduled
Valuation Date, the Currency Rate on the immediately succeeding scheduled Valuation
Business Day for such Basket Component on which no Disruption Event occurs or is
continuing with respect to such Basket Component; |
provided, that if a Disruption Event has occurred or is continuing with respect to a Basket
Component on each of the three scheduled Valuation Business Days following the scheduled Valuation
Date, then (a) such third scheduled Valuation Business Day shall be deemed the Valuation Date for
the affected Basket Component; and (b) the Calculation Agent will determine the Currency Rate for
the affected Basket Component on such day in accordance with the Fallback Rate Observation
Methodology, as described below.
The Fallback Rate Observation Methodology means that the Currency Rate of the relevant
Basket Component will equal the noon buying rate in New York for cable transfers in the relevant
currency as announced by the Federal Reserve Bank of New York for customs purposes (the Noon
Buying Rate) on the relevant date. If the Noon Buying Rate is not announced on that date, the
Currency Rate for such Basket Component 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 Valuation Business Day next succeeding the relevant date, for the purchase
or sale for deposits in the relevant currency by the New York 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 Currency
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 Reference Banks (selected in the sole discretion of the Calculation Agent), for the
purchase or sale for deposits in the relevant currency. If these spot quotations are available
from only one Reference Bank, then the Calculation Agent, in its sole discretion, will determine
whether that quotation is reasonable to be used. If no spot quotation is available, then the
Currency Rate for such Basket Component will be determined by the Calculation Agent in good faith
and in a commercially reasonable manner.
A Disruption Event means any of the following events with respect to a Basket Component, as
determined in good faith by the Calculation Agent:
(a) the occurrence and/or existence of an event on any day that has the effect of
preventing or making impossible (x) the delivery of U.S. dollars from accounts inside the
country for which a Basket Component is the lawful currency (such jurisdiction with respect
to such Basket Component, the Basket Component Jurisdiction) to accounts outside that
Basket Component Jurisdiction, or (y) with respect to SGD and HKD, the conversion of such
Basket Component into USD through customary legal channels;
(b) the occurrence of any event causing the Currency Rate for the Basket Component to
be split into dual or multiple currency exchange rates; or
(c) the Ending Value being unavailable for the Basket Component, or the occurrence of
an event (i) in the Basket Component Jurisdiction for that Basket Component that materially
disrupts the market for the Basket Component or (ii) that generally makes it impossible to
obtain the Ending Value for the Basket Component, on the Valuation Date.
For purposes of the above, scheduled Valuation Business Day means a day that is or, in the
judgment of the Calculation Agent, should have been, a Valuation Business Day for the affected
Reference Currency.
PS-13
Valuation Business Day means a day on which banking institutions generally are open
(including for dealings in foreign exchange in accordance with the market practice of the foreign
exchange market), in respect of (i) the Hong Kong dollar, in London; (ii) the Indonesian rupiah, in
Singapore; (iii) the Indian rupee, in Mumbai; (iv) the Malaysian ringgit, in Singapore; and (v) the
Singapore dollar, in Singapore.
Historical Exchange Rates
The following charts show the spot exchange rates for each Basket Component at the end of each
week in the period from the week ending April 3, 2005 through the week ending March 30, 2008 using
historical data obtained from Reuters; neither we nor Lehman Brothers makes any representation or
warranty as to the accuracy or completeness of this data. The spot exchange rates are expressed as
the amount of U.S. dollars per unit of the relevant Basket Component to show the appreciation or
depreciation, as the case may be, of the Basket Component against the U.S. dollar. The spot
exchange rates used to calculate the Basket Return are expressed as the number of units of the
relevant Basket Component per U.S. dollar, which is the inverse of the spot exchange rates
presented in the following charts. The historical data on each Basket Component is not necessarily
indicative of the future performance of the Basket Components, the Basket Return or what the value
of the Notes may be. Fluctuations in exchange rates make it difficult to predict whether the
Supplemental Redemption Amount will be payable at maturity, or what that Supplemental Redemption
Amount, if any, may be. Historical exchange rate fluctuations may be greater or lesser than those
experienced by the holders of the Notes.
Source: Reuters (without independent verification)
The Hong Kong dollar is currently a managed floating currency. The Hong Kong government
permits the Hong Kong dollar to float within a range of 7.75 Hong Kong dollars to the U.S. dollar
and 7.85 Hong Kong dollars to the U.S. dollar (or inversely, 0.129 U.S. dollars to the Hong Kong
dollar and 0.127 U.S. dollars to the Hong Kong dollar).
PS-14
Source: Reuters (without independent verification)
The Indonesian rupiah is currently a managed floating currency and is allowed to float without
a fixed target or band relative to any other currency. Prior to 1997, the Indonesian rupiah was
pegged against the U.S. dollar. Because the Indonesian rupiah is a managed currency the Indonesian
government may intervene with the exchange rate when it deems it necessary to do so.
Source: Reuters (without independent verification)
The Indian rupee is currently a managed floating currency and is allowed to float without a
fixed target or band relative to any other currency. However, the Indian government may intervene
when it deems necessary to preserve stability. Additionally, the Indian government may restrict
conversion of rupees into foreign currencies, and, under certain circumstances, approval of the
Reserve Bank of India must be obtained to convert rupees into foreign currency.
PS-15
Source: Reuters (without independent verification)
The Malaysian ringgit is currently a managed floating currency. Prior to 2005, the Malaysian
ringgit was pegged against the U.S. dollar. The Malaysian central bank monitors the Malaysian
ringgit against an undisclosed basket of currencies.
Source: Reuters (without independent verification)
The Singapore dollar is currently a managed floating currency. The Singapore government
permits the Singapore dollar to float within an undisclosed range against an undisclosed basket of
currencies.
PS-16
While historical information on the Basket will not exist before the Pricing Date, the
following graph sets forth the hypothetical historical week-end values of the Basket from April 3,
2005, through March 30, 2008, based upon historical Currency Rates. The Basket Return was indexed
to a level of 0.0 on March 30, 2008, based upon the Currency Rates determined as of that day. The
historical data used in this graph reflects the historical exchange rates available on Reuters,
which may not be identical to those determined at the fixing times set forth above. This
hypothetical historical data on the Basket is not necessarily indicative of the future performance
of the Basket or what the value of the Notes may be. Any upward or downward trend in the
hypothetical historical value of the Basket during any period set forth below is not an indication
that the Basket is more or less likely to increase or decrease in value at any time over the term
of the Notes.
Source: Reuters (without independent verification)
PS-17
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 U.S. dollar, the Notes will not be foreign currency denominated debt obligations
because the predominant currency of the Notes is the U.S. dollar. Accordingly, we will treat the
Notes as being denominated in U.S. dollars, and payments on the Notes determined by reference to
currencies other than the U.S. 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 TaxationOriginal Issue DiscountNotes Subject to Contingent Payment Obligation
Rules in the related prospectus supplement. As more completely described in the related
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 holders solely for the purpose of determining the amount of interest that
accrues in respect of the Notes for U.S. federal income tax purposes, and none
of AIG or its affiliates or agents is making any representation or prediction
regarding the actual amount that may be payable with respect to the Notes on
the maturity date.
PS-18
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-19
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 Lehman Brothers. Lehman Brothers 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
Lehman Brothers 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.
Concurrently with the pricing of an offering of the Notes, we (through our subsidiary AIG-FP)
intend to enter into a swap transaction with an affiliate of the underwriter, Lehman Brothers, to
hedge completely our market risk under the Notes. Under this swap transaction we (through our
subsidiary AIG-FP) will be entitled to receive from the swap counterparty payments equal to all
amounts due under the Notes, on the due date for such amounts, in exchange for periodic LIBOR-based
payments by us to the swap counterparty.
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 after 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
The information in this pricing supplement, other than the information regarding the original
public offering price, the net proceeds to the issuer, the identities of the initial purchasers or
agents, the information under Risk Factors, Description of the NotesHypothetical Payout
Profile, Description of the NotesHypothetical Returns, Description of the BasketHistorical
Exchange Rates, United States Federal Income Taxation, ERISA Considerations, Use of Proceeds
and Supplemental Plan of Distribution above, and the following two paragraphs, will be
incorporated by reference into the Global Security representing all the Medium-Term Notes, Series
AIG-FP.
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 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.
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