424B2
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PRICING SUPPLEMENT NO. AIG-FP-21
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FILED PURSUANT TO RULE 424(b)(2) |
DATED JUNE 12, 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 NOTES DUE JUNE 27, 2022
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Principal Amount: U.S.$5,000,000
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Issue Date: June 27, 2007 |
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Agents Discount or Commission: None
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Stated Maturity Date: June 27, 2022 |
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Net Proceeds to Issuer: U.S.$5,000,000
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Interest Rate: For each Interest
Accrual Period from and including
the Interest Accrual Period
commencing on the Issue Date to
and including the Interest Accrual
Period ending on June 27, 2008,
11.00% per annum. |
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For each Interest Accrual Period
commencing on or after June 27,
2008, the interest rate per annum
shall be determined as follows: |
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(i) 50 times (ii) the greater of 0
or the Reference Rate on the
related Interest Determination
Date. |
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Interest Payment Dates: Quarterly, on the 27th
calendar day of each March, June, September and
December, commencing September 27, 2007 and ending
on the Maturity Date (whether the Stated Maturity
Date or an earlier Redemption Date), subject to
adjustment using the Modified 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 the 27th calendar
day of each March, June, September and December,
commencing September 27, 2007 and ending on the
Maturity Date, not subject to adjustment, whether
or not such dates are Business Days.
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Reference Rate: An amount equal to
30CMS minus 10CMS; where (i)
30CMS is the USD 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)
10CMS is the USD 10-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 10CMS 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.:02687QCC0 |
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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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Lehman Brothers Inc.
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U.S.$5,000,000
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Capacity:
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o Agent
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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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o The notes are being offered at varying prices related to prevailing market prices at the time of resale.
þ 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 five (5) Business Days, at 100% of the Principal Amount, on June 27, 2008 and on each
Interest Payment Date thereafter to and including March 27, 2022 (such date, the Redemption
Date).
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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Modified 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 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
Business Day so, that date as adjusted will be the first following day that is a Business Day,
unless the proposed adjusted date would fall in the next calendar month, in which case the
adjusted date will be the first preceding day that is a Business Day. |
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Interest Determination Date
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Means, in respect of an Interest
Accrual Period commencing on or after June 27, 2008, the day
that is two (2) Business Days prior to the beginning of such Interest Accrual Period. |
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Business Day
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Means any day other than a day that (i) is a Saturday or Sunday, (ii) is 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) is a day on which transactions in dollars are
not conducted in the City of New York. |
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Maturity Date
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The earlier of the Stated Maturity Date or the Redemption Date. |
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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 10CMS, 10
years, and in the case of 30CMS, 30 years, commencing on the applicable date and in a
representative amount for 10-year and 30-year CMS swap transactions, as applicable, with an
acknowledged dealer of good credit in the swap |
P-2
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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). If two quotations are provided, the
rate for the applicable date will be the arithmetic mean of the two
quotations. If one quotation is provided, the rate for the
applicable date will be that single quotation provided. If no
quotations are provided, the rate for the applicable date will be
determined by the Calculation Agent in good faith and in a
commercially reasonable manner. |
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Day Count Convention:
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30/360 |
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Calculation Agent:
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AIG Financial Products Corp. |
Examples of Calculation of Interest Rate:
Example 1: Assuming the Reference Rate is 0.00% or less on an Interest Determination Date (that is,
30CMS is not greater than 10CMS), on the related Interest Payment Date, the Interest Rate per
annum for the applicable Interest Accrual Period would be 0.00% calculated as follows: 50 x 0.00 =
0.00%.
Example 2: Assuming the Reference Rate is 0.04% on an Interest Determination Date, on the related
Interest Payment Date, the Interest Rate per annum for the applicable Interest Accrual Period would
be 2.00% calculated as follows: 50 x 0.04% = 2.00%.
Example 3: Assuming the Reference Rate is 0.75% on an Interest Determination Date, on the related
Interest Payment Date, the Interest Rate per annum for the applicable Interest Accrual Period would
be 37.50% calculated as follows: 50 x 0.75% = 37.50%.
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 USD
30-year Constant Maturity Swap (CMS) Rate and USD 10-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.
Historical performance of the spread between the USD 30-year CMS Rate and the USD 10-year CMS Rate should not be taken as an indication of the future performance of the 30-year CMS Rate and the 10-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 USD 30-year CMS Rate and the USD
10-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 USD 30-year CMS Rate and the USD 10-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 USD 30-year
CMS Rate, the USD 10-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 USD 30-Year CMS Rate and the USD 10-Year CMS Rate on any
day and expectations relating to the future level of the USD 30-Year CMS Rate and the USD 10-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:
P-3
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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. Lehman Brothers Inc. 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. 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 USD 30-year CMS Rate or the USD 10-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 USD 30-year CMS Rate and the USD 10-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.
P-4
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 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 USD 30-Year CMS Rate and the
USD 10-Year CMS Rate and the levels of each of the USD 30-Year CMS Rate and the USD 10-Year CMS
Rate for the years indicated. You should not take the past performance of the spreads between the
USD 30-Year CMS Rate and the USD 10-Year CMS Rate as an indication of future spreads.
Source: Bloomberg L.P.
P-5
Source: Bloomberg L.P.
Source: Bloomberg L.P.
P-6
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
For the reasons described below, we believe that the notes should be characterized as
contingent payment obligations and not as variable rate notes for U.S. federal income tax
purposes, and we intend to 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.
Under the applicable U.S. Treasury Regulations governing original issue discount on debt
instruments, a debt instrument is a variable rate note if it provides for interest at a single
objective rate (that is, a rate determined using a single interest-rate formula based on
objective financial or economic information) unless, as is our expectation in this case, the notes
are reasonably expected to provide for significant front-loading of interest. Additionally, a
note that pays interest at an objective rate may nonetheless qualify as a variable rate note if
it provides for an initial fixed rate for a year or less, but only if the issuer of the note
intends that the initial fixed rate approximate what the objective rate would have been if the
objective rate were in effect for the initial period. We believe that the interest rate in effect
for the Interest Accrual Periods prior to and including the Interest Accrual Period ending on June
27, 2008, do not approximate what the rate would have been for those periods had the rate
applicable to the Interest Accrual Periods commencing on or after June 27, 2008 been in effect for
those earlier periods. Accordingly, we do not believe that the notes qualify as variable rate
notes.
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 5.50%. Based on this comparable yield, and taking into account the first
four 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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Coupon |
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Accrual Period |
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Coupon |
From |
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To |
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Payment |
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From |
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To |
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Payment |
27-Jun-07 |
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27-Sep-07 |
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27.5000 |
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27-Dec-14 |
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27-Mar-15 |
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10.9050 |
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27-Sep-07 |
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27-Dec-07 |
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27.5000 |
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27-Mar-15 |
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27-Jun-15 |
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10.2830 |
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27-Dec-07 |
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27-Mar-08 |
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27.5000 |
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27-Jun-15 |
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27-Sep-15 |
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9.7946 |
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27-Mar-08 |
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27-Jun-08 |
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27.5000 |
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27-Sep-15 |
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27-Dec-15 |
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9.2513 |
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27-Jun-08 |
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27-Sep-08 |
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20.2312 |
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27-Dec-15 |
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27-Mar-16 |
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8.8391 |
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27-Sep-08 |
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27-Dec-08 |
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19.8882 |
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27-Mar-16 |
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27-Jun-16 |
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8.4805 |
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27-Dec-08 |
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27-Mar-09 |
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19.4993 |
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27-Jun-16 |
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27-Sep-16 |
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8.0886 |
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27-Mar-09 |
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27-Jun-09 |
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19.2135 |
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27-Sep-16 |
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27-Dec-16 |
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7.5273 |
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27-Jun-09 |
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27-Sep-09 |
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18.6647 |
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27-Dec-16 |
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27-Mar-17 |
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7.0670 |
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27-Sep-09 |
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27-Dec-09 |
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18.2511 |
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27-Mar-17 |
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27-Jun-17 |
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6.6351 |
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27-Dec-09 |
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27-Mar-10 |
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18.0317 |
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27-Jun-17 |
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27-Sep-17 |
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6.3077 |
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27-Mar-10 |
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27-Jun-10 |
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17.4340 |
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27-Sep-17 |
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27-Dec-17 |
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6.2085 |
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27-Jun-10 |
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27-Sep-10 |
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17.3603 |
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27-Dec-17 |
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27-Mar-18 |
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6.1350 |
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27-Sep-10 |
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27-Dec-10 |
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16.8858 |
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27-Mar-18 |
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27-Jun-18 |
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5.9021 |
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27-Dec-10 |
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27-Mar-11 |
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16.8183 |
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27-Jun-18 |
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27-Sep-18 |
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5.8173 |
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27-Mar-11 |
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27-Jun-11 |
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16.5193 |
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27-Sep-18 |
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27-Dec-18 |
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5.7580 |
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27-Jun-11 |
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27-Sep-11 |
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16.4896 |
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27-Dec-18 |
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27-Mar-19 |
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5.6831 |
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27-Sep-11 |
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27-Dec-11 |
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16.1564 |
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27-Mar-19 |
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27-Jun-19 |
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5.4848 |
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27-Dec-11 |
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27-Mar-12 |
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16.0903 |
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27-Jun-19 |
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27-Sep-19 |
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5.4577 |
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27-Mar-12 |
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27-Jun-12 |
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16.0238 |
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27-Sep-19 |
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27-Dec-19 |
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5.4727 |
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27-Jun-12 |
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27-Sep-12 |
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15.9341 |
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27-Dec-19 |
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27-Mar-20 |
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5.3727 |
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27-Sep-12 |
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27-Dec-12 |
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15.2825 |
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27-Mar-20 |
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27-Jun-20 |
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5.7072 |
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27-Dec-12 |
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27-Mar-13 |
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14.9800 |
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27-Jun-20 |
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27-Sep-20 |
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5.6273 |
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27-Mar-13 |
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27-Jun-13 |
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14.3693 |
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27-Sep-20 |
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27-Dec-20 |
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5.5703 |
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27-Jun-13 |
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27-Sep-13 |
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13.9642 |
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27-Dec-20 |
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27-Mar-21 |
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5.6202 |
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27-Sep-13 |
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27-Dec-13 |
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13.5112 |
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27-Mar-21 |
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27-Jun-21 |
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5.5285 |
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27-Dec-13 |
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27-Mar-14 |
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13.1505 |
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27-Jun-21 |
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27-Sep-21 |
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5.6156 |
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27-Mar-14 |
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27-Jun-14 |
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12.7701 |
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27-Sep-21 |
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27-Dec-21 |
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5.4775 |
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27-Jun-14 |
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27-Sep-14 |
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12.2321 |
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27-Dec-21 |
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27-Mar-22 |
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5.5536 |
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27-Sep-14 |
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27-Dec-14 |
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11.5492 |
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27-Mar-22 |
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27-Jun-22 |
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1005.3379 |
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P-7
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 we not 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 June 27, 2008, or the
likelihood of the notes being redeemed prior to the Stated 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 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 $4 billion aggregate
principal amount (or its equivalent in one or more foreign currencies) of notes described in the
accompanying prospectus supplement, including $352,817,000 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