424B2
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PRICING SUPPLEMENT NO. AIG-FP-5
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FILED PURSUANT TO RULE 424(b)(2) |
DATED MARCH 6, 2007
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REGISTRATION NO. 333-106040 |
TO PROSPECTUS DATED JULY 24, 2006 |
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AND PROSPECTUS SUPPLEMENT DATED OCTOBER 12, 2006 |
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AMERICAN INTERNATIONAL GROUP, INC.
MEDIUM-TERM NOTES, SERIES AIG-FP,
CMS CURVE ACCRUAL NOTES DUE MARCH 23, 2022
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Principal Amount: U.S.$10,000,000
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Issue Date: March 23, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: March 23, 2022 |
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Net Proceeds to Issuer: U.S.$10,000,000
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Interest Rate: For the period from
and including the Issue Date to but
excluding March 23, 2009, 7.50% per
annum.
For the period from and including
March 23, 2009 to but excluding the
Maturity Date (whether the Stated
Maturity Date or an earlier
Redemption Date), the interest rate
per annum shall be determined as
follows: (i) 7.50% per annum times
(ii) N/M; where N is the total
number of calendar days in the
applicable Interest Accrual Period
that the Reference Rate is greater
than or equal to 0.00%; and M is
the total number of calendar days
in the applicable Interest Accrual
Period.
For the purpose of calculating the
value of N, for each calendar day
in an Interest Accrual Period that
is not a U.S. Government Securities
Business Day, the Reference Rate
will revert to the setting on the
previous U.S. Government Securities
Business Day, subject to the
provisions set out under Reference
Rate Cut-Off below. |
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Interest Payment Dates: Quarterly, on each March
23, June 23, September 23 and December 23,
commencing June 23, 2007 and ending on the Maturity
Date, subject to adjustment using the Following
Business Day Payment Convention.
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Interest Accrual Periods: The
quarterly period from and including
the Issue Date (in the case of the
first Interest Accrual Period) or
previous Period End Date, as
applicable, to but excluding the
next Period End Date. |
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Period End Dates: Quarterly, on each March 23, June
23, September 23 and December 23, commencing June
23, 2007 and ending on the Maturity Date, not
subject to adjustment, whether or not such dates
are U.S. Government Securities Business Days.
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Reference Rate Cut-Off: For each
calendar day in an Interest Accrual
period starting on, and including,
the fifth U.S. Government
Securities Business Day prior to
the Period End Date for such
Interest Accrual Period and ending
on and excluding such Period End
Date, the Reference Rate will be
equal to the Reference Rate
determined in respect of the fifth
U.S. Government Securities Business
Day prior to that Period End Date |
Reference Rate: An amount equal to 30CMS minus
2CMS; where (i) 30CMS is the 30-Year Constant
Maturity Swap rate, as published by the Federal
Reserve Board in the Federal Reserve Statistical
Release H.15 and reported on Reuters ISDAFIX1 or
any successor page thereto at 11:00 a.m. New York
time, and (ii) 2CMS is the 2-Year Constant
Maturity Swap rate, as published by the Federal
Reserve Board in the Federal Reserve Statistical
Release H.15 and reported on Reuters ISDAFIX1 or
any successor page thereto at 11:00 a.m. New York
time. If either of 2CMS or 30CMS does not appear
on Reuters Screen ISDAFIX1 on any date, such rate
for such date shall be determined as if the parties
had specified USD-CMS-Reference Banks (as defined
below) as the rate (or rates) that does not appear
on Reuters Screen ISDAFIX1. |
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Form: þ Book Entry o Certificated
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CUSIP No.: 02687 QBJ 6 |
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Specified Currency (If other than U.S. dollars): N/A
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Authorized Denominations (If other
than U.S.$1,000 and integral
multiples of U.S.$1,000 in excess
thereof): N/A |
The notes are being placed through or purchased by the Agents listed below:
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Agent |
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Principal Amount |
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Morgan Stanley & Co. Incorporated
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U.S.$10,000,000
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Capacity: o Agent þ Principal |
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If as Agent:
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The notes are being offered at a fixed initial public offering price of ___% of principal amount. |
If as Principal:
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þ The notes are being offered at varying prices related to prevailing market prices at the time of
resale. |
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o The notes are being offered at a fixed initial public offering price of 100% of principal amount. |
Redemption at Option of Issuer:
The notes will be redeemable, in whole only, at the option of the Issuer, upon written notice of a
minimum of 5 New York Business Days, at 100% of the Principal Amount, on March 23, 2009 and on each
Interest Payment Date thereafter.
Events of Default and Acceleration:
In case an Event of Default with respect to any of the notes has occurred and is continuing, the
amount payable to a holder of a note upon any acceleration permitted by the notes, will be equal to
the amount payable on that note calculated as though the date of acceleration were the Maturity
Date of the notes.
In case of default in payment of the notes, whether at the Stated Maturity Date, upon redemption,
or upon acceleration, from and after that date the notes will bear interest, payable upon demand of
their holders, at the rate equal to the interest applicable to the Interest Accrual Period or
portion thereof as of the date on which the default occurs, to the extent that payment of interest
is 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.
Other Provisions:
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Following Business Day
Convention
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Means the convention for adjusting any
relevant date if it would otherwise fall on a
day that is not a New York Business Day. When
used in conjunction with a date, this
convention shall mean that an adjustment will
be made such that if that date would otherwise
fall on a day that is not a New York Business
Day so, that date as adjusted will be the
first following day that is a New York
Business Day. |
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U.S. Government Securities
Business Day
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Means any day except for Saturday, Sunday, or
a day on which The Bond Market Association
recommends that the fixed income departments
of its members be closed for the entire day
for purposes of trading in U.S. government
securities. |
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USD-CMS-Reference Banks
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An interest rate determined on the basis of
the mid-market semi-annual swap rate
quotations provided by the principal New York
City office of each of five leading swap
dealers in the New York interbank market (the
Reference Banks) at approximately 11:00
a.m., New York City time on the day that is
two U.S. Government Securities Business Days
preceding the applicable date; and for this
purpose, the semi-annual swap rate means the
mean of the bid and offered rates for the
semi-annual fixed leg, calculated on a 30/360
day count basis, of a fixed-for-floating U.S.
dollar interest rate swap transaction with a
term equal to, in the case of 2CMS, 2 years,
and in the case of 30CMS, 30 years, commencing
on the applicable date and in a representative
amount for 2-year and 30-year CMS swap
transactions, as applicable, with an
acknowledged dealer of good credit in the swap
market, where the floating leg, calculated on
an actual/360 day count basis, is equivalent
to USD-LIBOR-BBA with a designated maturity of
three months. The Calculation Agent will
request the Reference Banks to provide a
quotation of its rate. If at least three
quotations are provided, the rate for the
applicable date will be the arithmetic mean of
the quotations, eliminating the highest
quotation (or, in the event of equality, one
of the highest) and the lowest quotation (or,
in the event of equality, one of the lowest). |
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Day Count Convention:
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Actual/Actual |
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Calculation Agent:
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AIG Financial Products Corp. |
Examples of Calculation of Interest Rate:
Example 1: Assuming the value of the Reference Rate is greater than or equal to 0.00% on every
calendar day in the applicable 91-day Interest Accrual Period, on the applicable Interest Payment
Date, the Interest Rate per annum for the applicable Interest Accrual Period would be 7.50%
calculated as follows: 7.50% x 91/91 = 7.50%.
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Example 2: Assuming the value of the Reference Rate is less than 0.00% on every calendar day in the
applicable 91-day Interest Accrual Period, on the applicable Interest Payment Date, the Interest
Rate per annum for the applicable Interest Accrual Period would be 0.00% calculated as follows:
7.50% x 0/91 = 0.00%.
Example 3: Assuming the value of the Reference Rate is greater than or equal to 0.00% on 50
calendar days in the applicable 91-day Interest Accrual Period, on the applicable Interest Payment
Date, the Interest Rate per annum for the applicable Interest Accrual Period would be 4.12%
calculated as follows: 7.50% x 50/91 = 4.12%.
Example 4: Assuming the value of the Reference Rate is greater than or equal to 0.00% on 20
calendar days in the applicable 91-day Interest Accrual Period, on the applicable Interest Payment
Date, the Interest Rate per annum for the applicable Interest Accrual Period would be 1.65%
calculated as follows: 7.50% x 20/91 = 1.65%.
RISK FACTORS
Investing in the Notes involves a number of significant risks not associated with similar
investments in a conventional debt security, including, but not limited to, fluctuations in the
30-year Constant Maturity Swap (CMS) Rate and 2-year CMS Rate, and other events that are difficult
to predict and beyond AIGs control. Accordingly, 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.
Limitations on Returns on the Notes
The interest payable on the notes is uncertain, and movements in U.S. Dollar swap rates will
affect whether or not and the extent to which you will receive interest on the notes in any
interest period.
The maximum interest rate for any interest period is the Base Rate of 7.50% per annum.
However, for every day during an interest period on which the Reference Rate is negative, that is,
for every day on which the USD 30-year Constant Maturity Swap (CMS) Rate is less than USD 2-year
CMS Rate, the applicable interest rate for that interest period will be reduced, and accordingly,
your return for any interest period over the life of the notes could be significantly less than the
Base Rate for that interest period. If the Reference Rate is less than 0.00% (that is, if the
2-year rate is higher than the 30-year rate) on every day in any interest period, the applicable
interest rate for that interest period will be zero.
Historical performance of the spread between the USD 30-year Swap Rate and the USD 2-year Swap Rate
should not be taken as an indication of the future performance of the 30-year CMS Rate and the
2-year CMS Rate during the term of the notes.
It is impossible to predict whether the Reference Rate will increase or decrease. The
Reference Rate will be influenced by complex and interrelated political, economic, financial and
other factors; therefore, the historical spread between the 30-year CMS Rate and the 2-year CMS
Rate should not be taken as an indication of the future performance of the spread between these two
rates during the term of the notes.
Factors that may affect the level of the 30-year CMS Rate and the 2-year CMS Rate and the
Reference Rate between them include monetary policy, interest rate volatility, interest rate levels
and the inflation rate
Please note that historical trends are not indicative of future behavior of the 30 year CMS
Rate, the 2 year CMS Rate and the spread between the two swap rates.
The market value of the notes may be influenced by unpredictable factors.
The market value of your notes may fluctuate between the date you purchase them and the Maturity
Date. Several factors, many of which are beyond our control, will influence the market value of
the notes. We expect that generally the 30-Year CMS Rate and the 2-Year CMS Rate on any day and
expectations relating to the future level of the 30-Year CMS Rate and the 2-Year CMS Rate will
affect the market value of the notes more than any other single factor. Other factors that may
influence the market value of the notes include:
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supply and demand for the notes, including inventory positions held by any market maker; |
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economic, financial, political and regulatory or judicial events that affect financial
markets generally; interest rates in the market generally; |
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the time remaining to maturity; |
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our right to redeem the notes; and |
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our creditworthiness and credit ratings. |
Market factors may influence whether we exercise our right to redeem the notes prior to their
scheduled maturity.
It is more likely that we will redeem the notes prior to their stated Maturity Date to the extent
that the Reference Rate increases and results in an amount of interest in respect of the notes
greater than that for instruments of a comparable maturity and credit rating trading in the market.
If we redeem the notes prior to their stated maturity date, you may be unable to invest in
securities with similar risk and yield as the notes and replacement investments may be more
expensive than your investment in the notes. Your ability to realize market value appreciation and
any interest is limited by our right to redeem the notes prior to their scheduled maturity.
There may not be an active trading market in the notes and sales prior to maturity may result in
losses
There may be little or no secondary market for the notes. We do not intend to list the notes on
any stock exchange or automated quotation system, and it is not possible to predict whether a
secondary market will develop for the notes. Even if a secondary market for the notes develops, it
may not provide significant liquidity or result in trading of notes at prices advantageous to you.
Sales in the secondary market may result in significant losses. Morgan Stanley & Co. Incorporated
currently intends to act as market makers for the notes, but they are not required to do so, and
may stop doing so at any time. We expect there will be little or no liquidity in the notes. The
prices that may be offered in the secondary market for the notes will be discounted to reflect
hedging and other costs and, among other things, changes of and volatility in interest rates in the
market.
Trading by certain of our affiliates in the U.S. Dollar swap rate market may impair the value of
the notes
Certain of our affiliates, including our subsidiary AIG Financial Products Corp., the Calculation
Agent, are active participants in the U.S. Dollar swap rate market as dealers, proprietary traders
and agents for our customers, and therefore at any given time may be a party to one or more
transactions related to the 30-year CMS Rate or the 2-year CMS Rate. In addition, we or one or
more of our affiliates may hedge our exposure under the notes by entering into various
transactions. We may adjust these hedges at any time and from time to time. Our trading and
hedging activities or other financial activity of ours or our affiliates may have a material
adverse effect on the spread between the 30-year CMS Rate and the 2-year CMS Rate and make it less
likely that you will receive a return on your investment in the notes. It is possible that we or
our affiliates could receive significant returns from these hedging activities while the value of
or amounts payable under the notes may decline.
The inclusion of compensation and projected profits from hedging in the original issue price is
likely to adversely affect secondary market prices.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which
we, any of our affiliates or any market maker are willing to purchase the notes in secondary market
transactions will likely be lower, and may be materially lower, than the price at which we sold the
notes to the Agent. In addition, any such prices may differ from values determined by pricing
models used by us or any of our affiliates or any market maker as a result of dealer discounts,
mark-ups or other transactions.
We may have conflicts of interests arising from our relationships with the Calculation Agent
You should be aware that AIG Financial Products Corp. (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 Reference Rate or the number of days on which interest will
accrue, and is only required to act in good faith and in a commercially reasonable manner. AIG-FP
as Calculation Agent will, among other things, also determine the applicable interest rate and the
redemption payment to be made on the notes. Because these determinations by the Calculation Agent
will affect the interest, redemption payment and the payment at maturity on the notes, conflicts of
interest may arise in connection with its performance of its role as Calculation Agent.
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
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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 24, 2006.
USE OF PROCEEDS
We intend to lend the net proceeds from the sale of the notes to our subsidiary AIG Financial
Products Corp. or certain of its subsidiaries for use for general corporate purposes.
HISTORICAL INFORMATION ON CONSTANT MATURITY SWAP RATES
The following graphs set forth the historical spread between the 30-Year CMS Rate and the
2-Year CMS Rate and the levels of each of the 30-Year CMS Rate and the 2-Year CMS Rate for the
years indicated. You should not take the past performance of the spreads between the 30-Year CMS
Rate and the 2-Year CMS Rate as an indication of future spreads.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
We will treat the notes as contingent payment obligations. Special U.S. federal income tax
rules apply 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 Prospectus Supplement.
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The U.S. Treasury Regulations discussing 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 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 5.11%, on the assumption that the call option will not be exercised. Based
on this comparable yield, and taking into account the first eight initial fixed payments on the
notes, the projected payment schedule for each payment period is set forth in the following table:
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Accrual Period |
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Projected Payment per |
From |
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To |
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$1000 Note |
23-Mar-07 |
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23-Jun-07 |
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19.1667 |
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23-Jun-07 |
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23-Sep-07 |
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19.1667 |
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23-Sep-07 |
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23-Dec-07 |
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18.9583 |
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23-Dec-07 |
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23-Mar-08 |
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18.9583 |
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23-Mar-08 |
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23-Jun-08 |
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19.1667 |
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23-Jun-08 |
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23-Sep-08 |
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19.1667 |
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23-Sep-08 |
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23-Dec-08 |
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18.9583 |
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23-Dec-08 |
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23-Mar-09 |
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18.7500 |
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23-Mar-09 |
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23-Jun-09 |
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14.5475 |
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23-Jun-09 |
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23-Sep-09 |
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14.3293 |
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23-Sep-09 |
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23-Dec-09 |
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13.9866 |
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23-Dec-09 |
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23-Mar-10 |
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13.6636 |
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23-Mar-10 |
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23-Jun-10 |
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13.7662 |
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23-Jun-10 |
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23-Sep-10 |
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13.5941 |
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23-Sep-10 |
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23-Dec-10 |
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13.3079 |
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23-Dec-10 |
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23-Mar-11 |
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13.0380 |
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23-Mar-11 |
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23-Jun-11 |
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13.1999 |
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23-Jun-11 |
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23-Sep-11 |
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13.0797 |
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23-Sep-11 |
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23-Dec-11 |
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12.8230 |
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23-Dec-11 |
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23-Mar-12 |
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12.7042 |
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23-Mar-12 |
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23-Jun-12 |
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12.7992 |
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23-Jun-12 |
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23-Sep-12 |
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12.6978 |
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23-Sep-12 |
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23-Dec-12 |
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12.4781 |
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23-Dec-12 |
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23-Mar-13 |
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12.2599 |
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23-Mar-13 |
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23-Jun-13 |
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12.4439 |
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23-Jun-13 |
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23-Sep-13 |
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12.3831 |
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23-Sep-13 |
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23-Dec-13 |
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12.1792 |
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23-Dec-13 |
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23-Mar-14 |
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11.9429 |
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23-Mar-14 |
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23-Jun-14 |
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12.0611 |
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23-Jun-14 |
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23-Sep-14 |
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11.9100 |
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23-Sep-14 |
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23-Dec-14 |
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11.6243 |
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23-Dec-14 |
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23-Mar-15 |
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11.2926 |
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23-Mar-15 |
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23-Jun-15 |
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11.3160 |
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23-Jun-15 |
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23-Sep-15 |
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11.0751 |
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23-Sep-15 |
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23-Dec-15 |
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10.6963 |
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23-Dec-15 |
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23-Mar-16 |
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10.4094 |
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23-Mar-16 |
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23-Jun-16 |
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10.3201 |
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23-Jun-16 |
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23-Sep-16 |
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10.0742 |
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23-Sep-16 |
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23-Dec-16 |
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9.7522 |
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23-Dec-16 |
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23-Mar-17 |
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9.4951 |
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23-Mar-17 |
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23-Jun-17 |
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9.6127 |
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23-Jun-17 |
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23-Sep-17 |
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9.5812 |
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23-Sep-17 |
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23-Dec-17 |
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9.5291 |
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23-Dec-17 |
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23-Mar-18 |
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9.5122 |
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23-Mar-18 |
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23-Jun-18 |
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9.7792 |
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23-Jun-18 |
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23-Sep-18 |
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9.9368 |
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23-Sep-18 |
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23-Dec-18 |
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9.9928 |
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23-Dec-18 |
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23-Mar-19 |
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10.0356 |
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23-Mar-19 |
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23-Jun-19 |
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10.3804 |
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23-Jun-19 |
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23-Sep-19 |
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10.4644 |
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23-Sep-19 |
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23-Dec-19 |
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10.4409 |
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23-Dec-19 |
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23-Mar-20 |
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10.4495 |
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23-Mar-20 |
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23-Jun-20 |
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10.6635 |
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23-Jun-20 |
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23-Sep-20 |
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10.6397 |
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23-Sep-20 |
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23-Dec-20 |
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10.4678 |
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23-Dec-20 |
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23-Mar-21 |
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10.2690 |
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23-Mar-21 |
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23-Jun-21 |
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10.4042 |
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23-Jun-21 |
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23-Sep-21 |
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10.2844 |
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23-Sep-21 |
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23-Dec-21 |
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10.0617 |
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23-Dec-21 |
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23-Mar-22 |
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1009.4951 |
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As indicated in the Prospectus Supplement, the treatment of contingent payment
obligations subject to optional redemption rights is uncertain. If the Internal Revenue Service
were to require that the projected maturity of the notes take into account the probability of
exercise of the call option for purposes of calculating the comparable yield and projected payment
schedule, then the amount of income to be accrued would likely be different.
The comparable yield and projected payment schedule set forth above is being
provided to you solely for the purpose of determining interest accruals in
respect of your note, and none of AIG or its affiliates or agents is making any
representation or prediction regarding the actual amount of interest (if any)
that may be payable with respect to your note after March 23, 2009, or the
likelihood of the notes being redeemed prior to the Maturity Date.
GENERAL INFORMATION
The information in this Pricing Supplement, other than the information regarding the initial
public offering price, the net proceeds to the issuer, the identities of the initial purchasers or
agents, the information under Examples of Calculation of Interest Rate, Certain U.S. Federal
Income Tax Consequences, ERISA Considerations and Risk Factors above, and
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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, 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., 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., Lehman Brothers Inc., McDonald Investments Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Mitsubishi UFJ Securities International plc, Morgan Stanley & Co.
Incorporated, 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 accompanying prospectus supplement. To date, including the notes described by
this pricing supplement, we have accepted offers to purchase approximately $1.8 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $91,551,000 aggregate principal amount (or its
equivalent in one or more foreign currencies) of Series AIG-FP notes.
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.
P-8